Common use of True-Up Payment Clause in Contracts

True-Up Payment. 4.1 A periodic contractual payment under the Agreement of USD4,920,486.11 for the period from 3rd May 2002 to 4th November 2002 (the "CONTRACTUAL PAYMENT") is due to be made by us to you on 4th November 2002. 4.2 We undertake, by 5pm London time on 4th November 2002 (the "PAYMENT TIME"), to pay an amount of USD 4,388,542.00 to you in payment of a pro-rata portion of the Contractual Payment for the period from 3rd May 2002 to 15th October 2002 (the "TRUE-UP PAYMENT"). The True-up Payment shall be made to account number 101-WA-140007-000 with UBS AG, Stamford in favour of UBS AG, London Branch. 4.3 Upon payment of the True-up Payment in accordance with paragraph 4.2 above, a grace period for payment shall apply to any other portion of the Contractual Payment which remains unpaid at the Payment Time (the "UNPAID PORTION"), such grace period to expire on the receipt by us of a written demand from you for payment of the Unpaid Portion ("DEMAND"). 4.4 You will not make any Demand under paragraph 4.3 until the earlier of: (a) the date on which HSBC Investment Bank plc (as agent under our E6 billion syndicated credit facility dated 25th March 1998) (the "AGENT") serves notice of acceleration pursuant to the terms of the letter dated 22 March 2002 from us and Marconi plc to the Agent; (b) the date on which (i) a resolution is passed at a meeting of the members of Marconi Corporation plc for (or to petition for) our winding up, or (ii) we present any petition for our winding up or administration, or (iii) an order for our winding up or administration is made, or (iv) analogous procedures occur in relation to us in any other country (including without limitation any moratorium or suspension of payment proceedings and any voluntary or involuntary proceedings under the United States Bankruptcy Code); (c) the date on which any scheme of arrangement in respect of us is not approved by the relevant class of creditors at the relevant meeting of creditors and/or such scheme is not sanctioned at the relevant court hearing; or (d) 25th March 2003 or such other date as we may agree in writing.