Allocation of Proceeds and Costs of Enforcement. The Pro Rata Portion of any Proceeds of any enforcement of a Counterparty’s obligations under the Product Agreements relating to the Purchased Receivables pursuant to this Section 6.6, after deduction of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and/or Purchaser in connection with such enforcement, shall belong to Purchaser. The Pro Rata Portion of all costs and expenses (including attorneys’ fees and expenses) of any enforcement pursuant to this Section 6.6 (other than any costs and expenses of Seller to the extent such amounts are specifically satisfied out of the Proceeds of such enforcement) shall be borne by Purchaser, provided that the Pro Rata Portion of any reimbursement by a Counterparty of these expenses shall belong to Purchaser.
Allocation of Proceeds and Costs of Enforcement. Except as otherwise provided herein, each of the Buyer and the Seller shall bear its own fees and expenses incurred in enforcing Licensee’s obligations under the License Agreement pursuant to this Section 6.10. The Proceeds resulting from any enforcement of Licensee’s obligations under the License Agreement shall be applied first to reimburse the Seller and the Buyer for any reasonable and documented expenses incurred by them in connection with such enforcement, with the remainder of the Proceeds distributed (i) between the Buyer and the Seller, according to their respective Pro-Rata Portions, to the extent the breach by Licensee is related to any payment of, or adversely impacted, the Royalty and (ii) otherwise to the Seller for all other breaches by Licensee. The Seller hereby assigns and, if not presently assignable, agrees to assign to the Buyer, the amount of Proceeds due to the Buyer in accordance with this Section 6.10(c).
Allocation of Proceeds and Costs of Enforcement. All costs and expenses (including attorneys’ fees and expenses) of any enforcement of the License Agreements undertaken at the Buyer’s request pursuant to this Section 5.9 shall be borne by the Buyer. The Buyer shall fund any retainers, advances, and regular invoices required or sent by the counsel employed for such enforcement (such amounts to be credited or deducted from the actual amounts owed by the Buyer under the immediately preceding sentence). The Buyer shall reimburse Forest or the Transferors for any of their reasonable costs or expenses in connection with any enforcement the License Agreements undertaken at the Buyer’s request pursuant to this Section 5.9. From and after the Closing, the Proceeds resulting from any enforcement of a License Counterparty’s obligations under a License Agreement undertaken at the Buyer’s request pursuant to this Section 5.9, after deduction of costs and expenses (including reasonable attorneys’ fees and expenses) actually incurred by Forest or the Transferors in connection with such enforcement but not yet reimbursed by the Buyer pursuant to this Section 5.9(c), shall be paid to the Buyer, provided that, with respect to any individual enforcement action, to the extent there are Proceeds attributable to sales of product or events occurring prior to January 1, 2014, then such Proceeds shall be for the benefit of, and the costs and expenses of such enforcement action shall be borne by, Forest and Transferors, on the one hand, and the Buyer, on the one hand, in proportion to the portion of Proceeds so attributable. Nothing contained herein shall limit Forest or the Transferors from retaining, at their expense, separate outside counsel who shall be permitted, where reasonably practical, to consult with the lead counsel selected by the Buyer for such enforcement.
Allocation of Proceeds and Costs of Enforcement. (i) The proceeds from any enforcement of Vertical’s obligations under the Sale Agreement or the Marketing Agreement pursuant to this Section 7.6, after deduction and reimbursement to Buyer and Seller of all costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by Buyer and Seller in connection with such enforcement, shall be, promptly (and in any event within [***] Business Days) following the receipt of such proceeds, allocated as follows: proceeds, to the extent relating to [***] shall be allocated to Buyer, and proceeds, to the extent relating to the [***] shall be allocated to Seller.
(ii) All costs and expenses (including reasonable and documented attorneys’ fees and expenses) of Buyer and Seller of any enforcement by Seller of Vertical’s obligations under the Sale Agreement or the Marketing Agreement pursuant to this Section 7.6 incurred on or prior to the Stepdown Date (“Pre/At Stepdown Date Enforcement Costs”) shall be borne [***]% by Buyer. Seller shall provide written notice to Buyer from time to time of any Pre/At Stepdown Date Enforcement Costs incurred by Seller, together with reasonable documentation evidencing such Pre/At Stepdown Date Enforcement Costs (each, and together with such documentation, a “Pre/At Stepdown Date Enforcement Costs Notice”). Buyer shall promptly (and in any event within ten Business Days) following Xxxxx’s receipt of a Pre/At Stepdown Date Enforcement Costs Notice reimburse Seller for the undisputed amount of Pre/At Stepdown Date Enforcement Costs set forth in such Pre/At Stepdown Date Enforcement Costs Notice. In the event that Buyer fails to pay Seller the undisputed amount of such Pre/At Stepdown Date Enforcement Costs within the time specified in the preceding sentence, Seller may issue a Recoupment Instruction to the Escrow Agent to recoup from amounts that would otherwise be distributable to Buyer in respect of the Purchased Receivables an amount equal to the sum of the undisputed, unpaid amount of such Pre/At Stepdown Enforcement Costs and any late fee in respect thereof calculated in accordance with Section 2.5, and cause the Escrow Agent to distribute such amount to Seller.
(iii) All costs and expenses (including reasonable and documented attorneys’ fees and expenses) of Buyer and Seller of any enforcement by Seller of Vertical’s obligations under the Sale Agreement or the Marketing Agreement pursuant to this Section 7.6 incurred after the Stepdown Date (“Post Stepdow...
Allocation of Proceeds and Costs of Enforcement. Each of the Buyer and the Seller shall bear its own fees and expenses incurred in enforcing the applicable counterparty’s obligations under the License Agreement pursuant to this Section 6.10, provided that the Buyer shall pay all costs and expenses pursuant to Section 6.10(b). The Proceeds resulting from any enforcement of the applicable counterparty’s obligations under the License Agreement undertaken at the Buyer’s request pursuant to this Section 6.10 shall be applied first to reimburse the Seller and the Buyer for any expenses incurred by them in connection with such enforcement, with the remainder of the Proceeds distributed to the Buyer. The Seller hereby assigns, and, if not presently assignable, agrees to assign, to the Buyer the amount of Proceeds due to the Buyer in accordance with this Section 6.10. Notwithstanding anything to the contrary, nothing in this Section 6.10 shall reduce the payments by Buyer of the payment obligations set forth in Section 2.2.
Allocation of Proceeds and Costs of Enforcement. Each of the Buyer and the Seller shall bear its own fees and expenses incurred in enforcing Licensee’s obligations under the License Agreement pursuant to this Section
Allocation of Proceeds and Costs of Enforcement. The Proceeds of any enforcement of a Counterparty’s payment obligations under the Product Agreements relating to the Purchased Receivables pursuant to this Section 6.6, after deduction of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and/or Purchaser in connection with such enforcement, shall belong to Purchaser.
Allocation of Proceeds and Costs of Enforcement. The Proceeds of any enforcement of a Counterparty’s obligations under the Product Agreements relating to the Purchased Receivables pursuant to this Section 6.6, after deduction of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and/or Purchaser in connection with such enforcement, shall belong to Purchaser. The costs and expenses (including attorneys’ fees and expenses) of any enforcement pursuant to this Section 6.6 (other than any costs and expenses of Seller to the extent such amounts are specifically satisfied out of the Proceeds of such enforcement) shall be borne by Purchaser, provided that any reimbursement by a Counterparty of these expenses shall belong to Purchaser.
Allocation of Proceeds and Costs of Enforcement. In the case of any breach or default by Licensee referred to in Section 5.10(b)(i), the Buyer shall reimburse the Seller for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of the Seller’s counsel) incurred by the Seller, as such costs and expenses are incurred. The Proceeds resulting from any enforcement of Licensee’s obligations under the License Agreement shall be allocated to the Seller, except with respect to such Proceeds that are related to an unpaid portion of the Royalty, which shall be allocated to the Buyer. The Seller hereby assigns and, if not presently assignable, agrees to assign to the Buyer, the amount of Proceeds due to the Buyer in accordance with this Section 5.10(c).
Allocation of Proceeds and Costs of Enforcement. The proceeds from any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this Section 7.6, after deduction of all costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by Seller in connection with such enforcement, shall be, promptly (and in any event within five Business Days) following the receipt of such proceeds, allocated to Buyer and Seller in proportion to their respective interests in the Receivables. All costs and expenses (including reasonable and documented attorneys’ fees and expenses) of any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this Section 7.6 (other than any costs and expenses of Seller that are satisfied out of the proceeds of such enforcement) shall be borne by [***]. Nothing contained herein shall limit Buyer from retaining, at its sole cost, separate outside counsel who shall be permitted, where reasonably practical, to consult with the lead counsel selected pursuant to Section 7.6(b) for such enforcement.
