Tolling Fees Sample Clauses

The Tolling Fees clause defines the charges that one party must pay to another for the use of facilities, equipment, or processing services, typically in the context of energy, manufacturing, or logistics agreements. This clause outlines how fees are calculated—such as per unit processed, per hour, or based on throughput—and may specify payment schedules, adjustments for changes in volume, or penalties for underutilization. Its core function is to ensure transparent and predictable compensation for the use of resources, thereby allocating costs and reducing disputes over payment obligations.
POPULAR SAMPLE Copied 2 times
Tolling Fees. For each unit of Product (including each unit in connection with stability and validation batches) made and supplied to CEPHALON under this Agreement (provided it meets the quality requirements established herein), CEPHALON will pay CATALYTICA a tolling fee in accordance with the terms established in Schedule E hereto. The tolling fee shall be increased each year during the Initial Term and any renewal term by the percentage increase in the Producer Price Index (PPI) during the prior year, Pharmaceutical Preparations, Ethical (Prescription), series code PCU-2834 #1, as published by the Bureau of Labor Statistics of the U.S. Department of Labor for the region in which the production facility is located, or comparable successor index.
View SourceView Similar (2)
Tolling Fees. 5.1 As compensation to Fermic for manufacturing, storing, and labor involved in packaging and handling the AstaXin(R), for any structural or other additions made to the Facility, and for all of its other services under this Agreement IGENE shall pay Fermic a tolling fee of [ 3 ] per month per cubic meter of fermentor capacity. In addition, IGENE will reimburse Fermic for the actual cost of raw materials used in the manufacture of AstaXin(R). 5.2 Payment of the tolling fees shall be made monthly in advance on the first business day of each month by wire transfer to the account designated by Fermic. The cost of raw materials shall be invoiced monthly by Fermic and paid by IGENE within 30 days of receipt of the invoice. 5.3 The amount owed by Fermic to IGENE for the purchase of the additional Auxiliary Equipment for use by Fermic at the Facility shall be limited to U.S. $500,000 and shall be paid by a monthly credit against the tolling fee owed for each month of the first twenty- three months of production of AstaXin(R) at the Facility equal to the smaller of one- twenty-third of the purchase price plus 10% interest or U.S. $24,000. 5.4 If at anytime during the term of this Agreement production of AstaXin(R) is stopped or delayed because of one or more problems with the Equipment or the Facility, there will be a pro rata reduction in the tolling fee proportional to the duration of the stoppage or delay. IGENE may either credit the reduction against the tolling payment due immediately following restoration of production or request direct reimbursement. Fermic shall pay IGENE any reimbursement due within thirty (30) days of request therefor by IGENE.
View Source
Tolling Fees. The Applicable Refinery Owner shall pay the Tolling Fees for all quantities of Feedstock processed through the Applicable Asset in each Contract Quarter during the Applicable Term.
View SourceView Similar (3)
Tolling Fees. Cephalon shall pay DSM the following amounts effective January 1, 2006, in consideration of the formulations and packaging services rendered hereunder:
View Source
Tolling Fees. 9.1 Diversa will pay compensation to Fermic for processing costs and labor involved in fermenting, recovering, packaging and handling the Products, for any structural or other additions made to the Facility, and for all of its other services under this Agreement, as follows: Diversa shall pay Fermic a tolling fee of […***…] $[…***…] per […***…] per […***…] of Fermentation Capacity at […***…] scale, and […***…] $[…***…] per […***…] per […***…] of fermentor capacity between […***…] and […***…] capacity. For fermentation tank capacity of […***…], the parties agree to negotiate in good faith, within a period not to exceed […***…] following start up of the first […***…] fermentor, a price based on cost savings at the increased fermentation scale. Such tolling rates include variable fermentation fees, reducing with increasing capacity, and constant fees for recovery of $[…***…] per […***…] per […***…], and formulation, storage and quality control of $[…***…] per […***…] per […***…]. Utilization for partial […***…] in excess of […***…] minimum campaigns shall be calculated […***…] on the basis of fermentation days utilized. For Diversa to realize the benefit of cost savings for increased fermentor capacity, a minimum […***…] ([…***…]) […***…] of a running […***…] ([…***…]) […***…] utilization of the new scale of capacity must be committed in writing. In addition Diversa will reimburse Fermic for the actual cost of raw materials (including packaging and shipping expenses if applicable) used in the manufacture of Product(s). The parties will agree on the optimal source of raw materials. Diversa shall, in its sole discretion, determine the required specification of all raw materials required for the Product(s). 9.2 Payment of the tolling fees shall be made […***…] in advance on the first business day of each […***…] by wire transfer to the account designated by Fermic. The cost of raw materials (including packaging and shipping expenses if applicable) shall be invoiced […***…] by Fermic and paid by within […***…] of receipt of the invoice, except to the extent Diversa disputes, in good faith, any charge(s) reflected on such invoice (in which event it shall make all undisputed payments in accordance with this sentence). 9.3 If at anytime during the term of this Agreement production of the Product(s) is stopped or delayed because of one or more problems with the Equipment or the Facility, failure to follow protocol, or contamination, there will be a pro rata reduction...
View Source

Related to Tolling Fees

  • Processing Fees The Borrower acknowledges that processing fee as mentioned in the Schedule hereto has been paid by the Borrower.

  • Closing Fees On the Effective Date, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the upfront fees due to the Lenders as heretofore agreed.

  • Filing Fees The Company has paid or shall pay the required Commission filing fees relating to the Offered Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

  • Termination Fees (a) The Company shall pay the Termination Fee to Parent if the Agreement is terminated as follows: (i) If this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(iii) (Requisite Stockholder Approval) at a time when this Agreement was terminable by Parent pursuant to Section 8.1(d)(ii) (Adverse Recommendation Change) or terminated by Parent pursuant to Section 8.1(d)(ii) (Adverse Recommendation Change), then the Company shall pay the Termination Fee on the second (2nd) Business Day following such termination; (ii) If this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) (Superior Proposal), then the Company shall pay the Termination Fee concurrently with such termination; and (iii) (x) If this Agreement is terminated (A) pursuant to Section 8.1(b)(iii) (Requisite Stockholder Vote), (B) pursuant to Section 8.1(d)(i) (Company Breach) or (C) pursuant to Section 8.1(b)(i) (Termination Date), (y) in any such case a Competing Proposal shall have been publicly announced or, in the case of a termination pursuant to clause (B) or (C), otherwise communicated to the Company Board (and not withdrawn) after the date of this Agreement and prior to the date of the Stockholders’ Meeting, in the case of clause (A), or the date of termination, in the case of clauses (B) and (C), and (z) if within twelve (12) months after the date of such termination, a transaction in respect of such Competing Proposal is consummated or the Company enters into a definitive agreement in respect of such Competing Proposal, then the Company shall pay the Termination Fee on the second (2nd) Business Day following the date the Company enters into such transaction (provided, that solely for purposes of this Section 8.3(a)(iii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 6.5(g)(i), except that all references to 20% shall be changed to 50%). (iv) Any Termination Fee due by the Company under this Section 8.3(a) shall be paid by the Company by wire transfer of immediately available funds (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion). (b) Parent shall pay the Reverse Termination Fee to the Company on the second (2nd) Business Day following such termination if (i) the Agreement is terminated pursuant to Section 8.1(b)(i) (Termination Date) or Section 8.1(b)(ii) (Legal Restraint) (with respect to Section 8.1(b)(ii), solely to the extent the applicable Law or Order arises under the HSR Act or any other Antitrust Law or Foreign Investment Law) and (ii) all of the conditions to Closing set forth in Article VII shall have been satisfied or validly waived (except for those conditions that by their terms must be satisfied at the Closing; provided that such conditions would have been so satisfied if the Closing would have occurred on or before the date of termination), other than the conditions to Closing set forth in Section 7.1(b) or Section 7.1(c) (with respect to Section 7.1(c), solely to the extent that such Law or Order arises under the HSR Act or any other Antitrust Law or Foreign Investment Law). The Reverse Termination Fee due by Parent under this Section 8.3(b) shall be paid by Parent by wire transfer of immediately available funds (it being understood that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion). (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, (x) Parent’s receipt in full of the Termination Fee pursuant to Section 8.3(a), in circumstances where the Termination Fee is owed pursuant to Section 8.3(a), shall constitute the sole and exclusive monetary remedy of Parent and Merger Subs against the Company and its Subsidiaries and any of their respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of any breach or failure to perform hereunder giving rise to such termination, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby with respect to such breach or failure to perform; and (y) the Company’s receipt in full of the Reverse Termination Fee pursuant to Section 8.3(b), in circumstances where the Reverse Termination Fee is owed pursuant to Section 8.3(b), shall constitute the sole and exclusive monetary remedy of the Company and its Subsidiaries against Parent and Merger Subs and any of their respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of any breach or failure to perform hereunder giving rise to such termination, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby with respect to such breach or failure to perform; provided, further, that notwithstanding the foregoing, the Company, Parent and Merger Subs shall be entitled to pursue an injunction, or other appropriate form of specific performance or equitable relief, solely as provided in Section 9.9. (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee and Reverse Termination Fee are not penalties, but are liquidated damages, in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which such fees are payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties hereto would not enter into this Agreement. Accordingly, if the Company or Parent, as applicable, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent or the Company, as applicable, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, then Parent or the Company, as applicable, shall pay the other party its costs and expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

  • Termination Fee; Expenses (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.