Certain Reimbursements. Each party shall notify the other party of any Taxes paid by it or any of its Affiliates that are subject to indemnification under this Article III. Any notification pursuant to this Section 3.4 shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between the parties and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying party shall pay the amount requested in such notice to the indemnified party in accordance with Article IV, but only to the extent the indemnifying party agrees with such request. To the extent the indemnifying party disagrees with such request, it shall so notify the indemnified party within thirty (30) days of receipt of such notice, whereupon the parties shall use their best efforts to resolve any such disagreement. Any indemnification payment made after such thirty (30) day period shall include interest at the Overdue Rate from the date of receipt of the original indemnification notice.
Certain Reimbursements. To the extent that any reimbursements hereunder constitute taxable compensation to Executive, such reimbursements shall be made to Executive promptly, but in no event after December 31st of the year following the year in which the expense was incurred, the amount of any such amounts reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.
Certain Reimbursements. Unless stated otherwise, the Employee shall be entitled to full reimbursement from the Company for reasonable expenses incurred during the performance of his duties hereunder up to a limit of NIS 1,500 per month, upon submission of substantiating documents, according to the Company’s policy. The reimbursement of any expenses in excess of the foregoing limit shall require the prior approval of the CEO.
Certain Reimbursements. Each Party shall notify the other Party of any Taxes paid by it or any of its Affiliates that are subject to indemnification under this Article III. Any notification pursuant to this Section 3.4 shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between the Parties and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying Party shall pay the amount requested in such notice to the indemnified party in accordance with Article IV, but only to the extent the indemnifying Party agrees with such request. To the extent the indemnifying Party disagrees with such request, it shall so notify the indemnified party within thirty (30) days of receipt of such notice, whereupon the Parties shall use their best efforts to resolve any such disagreement. Any indemnification payment made after such thirty (30) day period shall include interest at the Overdue Rate from the date of receipt of the original indemnification notice. Any dispute as to any matter covered by this Article III shall be resolved by the Accounting Firm as an expert and not an arbitrator. The fees and expenses of the Accounting Firm shall be borne equally by Parent and SpinCo.
Certain Reimbursements. The Employee shall be entitled to full reimbursement from the Company for reasonable expenses incurred during the performance of his duties hereunder upon submission of substantiating documents, according to the Company’s policy.
Certain Reimbursements. (a) Notwithstanding Section 8 of the Guarantee or anything herein to the contrary, Borrower may on any Remittance Date reimburse Guarantor for any payments made under the Guarantee, so long as (i) all amounts owing to Lender on such Remittance Date have been paid, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the Advance Rate shall be less than the then applicable Target Advance Rate. (provided that until the first Calculation Date on which the Advance Rate exceeds the Maintenance Advance Rate, (x) the Present Value of the Collateral used to calculate such Advance Rate shall be the Present Value of the Collateral as of the close of business on the Closing Date and (y) the Advance Rate used in the calculation of the Target Advance Rate shall be based on the Present Value of the Collateral as of the close of business on the Closing Date).
(b) Notwithstanding Section 8 of the AMC Guarantee or anything herein to the contrary, Borrower and/or Guarantor may on any Remittance Date reimburse AMC for any payments made under the Guarantee, so long as (i) all amounts owing to Lender on such Remittance Date have been paid, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the Advance Rate shall be less than the then applicable Target Advance Rate. (provided that until the first Calculation Date on which the Advance Rate exceeds the Maintenance Advance Rate, (x) the Present Value of the Collateral used to calculate such Advance Rate shall be the Present Value of the Collateral as of the close of business on the Closing Date and (y) the Advance Rate used in the calculation of the Target Advance Rate shall be based on the Present Value of the Collateral as of the close of business on the Closing Date). [Signature Page Follows]
Certain Reimbursements. To the extent that any payments or reimbursements provided to Executive hereunder are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31st of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.
Certain Reimbursements. Marketing (or Realty, as the case may be) shall notify Realty (or Marketing) of any Taxes paid by the Marketing Group or any Marketing Member (or the Realty Group or any Realty Member) which are subject to indemnification under this Section 3. To the extent not otherwise provided in this Section 3, any other notification contemplated by this Section 3(c) shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between Pre- and Post-Closing Taxable Periods and Pre- and Post-Closing Straddle Periods and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever a notification described in this Section
Certain Reimbursements. Upon the later of (i) payment of the Continuation Fee, or (ii) thirty (30) days of NovaBay providing to Galderma an accounting of reasonable and documented amounts (including receipts for amounts paid to Third Parties) incurred by NovaBay in performing activities in accordance with the Impetigo Plan with respect to the Impetigo POC (the “Impetigo Reimbursement Amount”), (A) an amount equal to the lesser of the Impetigo Reimbursement Amount and [***] Dollars ($[***]), and (B) an additional amount equal to the reimbursement for any NovaBay FTEs at the FTE Rate incurred in accordance with the budget approved by the Coordination Committee therefor prior to the payment of the Continuation Fee, provided that such NovaBay FTEs have not been funded pursuant to Section 8.3.1. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Certain Reimbursements. Employer will reimburse Employee for any and all legal and professional fees and expenses reasonably incurred by Employee, including without limitation all fees and expenses incurred in connection with efforts to enforce the provisions of this Agreement, which reimbursement shall be paid promptly but in no event more than two and one-half (2.5) months after such expenses are incurred by the Employee.
