Common use of Payment by Counterparty Clause in Contracts

Payment by Counterparty. In the event that (a) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Bank an amount calculated under Section 6(e) of the Agreement, or (b) Counterparty owes to Bank, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, J.X. Xxxxxx Securities Inc., 200 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000. Very truly yours, J.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association By: Jxxxx X. Xxxx Authorized Signatory Name: Jxxxx X. Xxxx Accepted and confirmed as of the Trade Date: NuVasive, Inc. By: /s/ Axxxxx X. Xxxxxxxx Authorized Signatory Name: Axxxxx X. Xxxxxxxx JPMorgan Chase Bank, National Association Organized under the laws of the United States as a National Banking Association Main Oxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx, 00000 Registered as a branch in England & Wales branch number BR000746. Registered branch address 100 Xxxxxx Xxxx, Xxxxxx, XX0X 0XX. Authorized and regulated by the Financial Services Authority.

Payment by Counterparty. In the event that that, following payment of the Premium, (ai) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Bank Dealer an amount calculated under Section 6(e) of the Agreement, or (bii) Counterparty owes to BankDealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, J.X. X.X. Xxxxxx Securities Inc.LLC, 200 Xxxx Xxxxxx, 00xx Xxxxx000 Xxxxxxx Xxx, Xxx Xxxx, XX 00000-0000, or and by fax email to (000) 000 0000XXX_Xxxxxxx@xxxxxxxx.xxx and XXX_XX_Xxxxxxxxx_Xxxxx_Xxxxxxx@xxxxxxxx.xxx. Very truly yours, J.X. X.X. Xxxxxx Securities Inc.LLC, as agent for JPMorgan Chase Bank, National Association By: Jxxxx X. Xxxx /s/ Xxx Xxx Authorized Signatory Name: Jxxxx X. Xxxx Accepted and confirmed as of the Trade Date: NuVasive, Inc. By: /s/ Axxxxx X. Xxxxxxxx Authorized Signatory Name: Axxxxx X. Xxxxxxxx Xxx Xxx Vice President JPMorgan Chase Bank, National Association Organized Organised under the laws of the United States as a National Banking Association Association. Main Oxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx, Xxxx 00000 Registered as a branch in England & Wales branch number BR000746No. BR000746 Registered branch address 100 Branch Office 00 Xxxx Xxxxxx, Xxxxxx XxxxXxxxx, Xxxxxx, XX0X 0XXX00 0XX Authorised and regulated by the Financial Services Authority (Signature Page to Call Option Confirmation – JPMorgan Chase Bank National Association ) Accepted and confirmed as of the Trade Date: Healthways, Inc. By: /s/ Xxxxxx Xxxxxxxxx Authorized Signatory Name: Xxxxxx Xxxxxxxxx JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association. Authorized Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx, X00 0XX Authorised and regulated by the Financial Services Authority.

Payment by Counterparty. In the event that that, following payment of the Prepayment Amount, (ai) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) in respect of which Counterparty is the AgreementDefaulting Party) and, as a result, Counterparty owes to Bank JPMorgan an amount calculated under Section 6(e) of the Agreement, or (bii) Counterparty owes to BankJPMorgan, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. [Signatures to follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, J.X. X.X. Xxxxxx Securities Inc.LLC, 200 Xxxx Xxxxxx, 00xx Xxxxx000 Xxxxxxx Xxx, Xxx Xxxx, XX 00000-0000, or and by fax email to (000) 000 0000XXX_Xxxxxxx@xxxxxxxx.xxx and XXX_XX_Xxxxxxxxx_Xxxxx_Xxxxxxx@xxxxxxxx.xxx. Very truly yoursYours sincerely, J.X. X.X. Xxxxxx Securities Inc.LLC, as agent for JPMorgan Chase Bank, National Association By: Jxxxx X. Xxxx Authorized Signatory /s/ Xxx Xxx Name: Jxxxx X. Xxxx Accepted and confirmed Xxx Xxx Title: Executive Director Confirmed as of the Trade Datedate first above written: NuVasiveGoPro, Inc. By: /s/ Axxxxx X. Xxxxxxxx Authorized Signatory Xxxxx XxXxx Name: Axxxxx X. Xxxxxxxx Xxxxx XxXxx Title: Chief Financial Officer JPMorgan Chase Bank, National Association Organized Organised under the laws of the United States as a National Banking Association Association. Main Oxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx, Xxxx 00000 Registered as a branch in England & Wales branch number BR000746No. BR000746 Registered branch address 100 Xxxxxx Xxxx, Branch Office 00 Xxxx Xxxxxx, XX0X 0XXXxxxxx Xxxxx, Xxxxxx X00 0XX Authorised by the Office of the Comptroller of the Currency in the jurisdiction of the USA. Authorized and regulated Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Services Conduct Authority and to limited regulation by the Prudential Regulation Authority.. Details about the

Payment by Counterparty. In the event that (ai) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Bank Dealer pursuant to Section 6(d)(ii) of the Agreement an amount calculated under Section 6(e) of the Agreement, or (bii) Counterparty owes to BankDealer, pursuant to Section 12.7 or Section 12.9 of the Equity DefinitionsDefinitions (including, for the avoidance of doubt, any amount payable in connection with an Extraordinary Event), an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, J.X. X.X. Xxxxxx Securities Inc., 200 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000. Very truly yours, J.X. X.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association By: Jxxxx X. Xxxx Authorized Signatory Name: Jxxxx X. Xxxx Accepted and confirmed as of the Trade Date: NuVasiveTake-Two Interactive Software, Inc. By: /s/ Axxxxx X. Xxxxxxxx Authorized Signatory Name: Axxxxx X. Xxxxxxxx JPMorgan Chase Bank, National Association Organized Organised under the laws of the United States as a National Banking Association Main Oxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx, Xxxx 00000 Registered as a branch in England & Wales branch number BR000746No. BR000746 Registered branch address 100 Branch Office 000 Xxxxxx Xxxx, Xxxxxx, Xxxxxx XX0X 0XX. Authorized 0XX Authorised and regulated by the Financial Services Authority.

Payment by Counterparty. In the event that (ai) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Bank Dealer an amount calculated under Section 6(e) of the Agreement, or (bii) Counterparty owes to BankDealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, J.X. X.X. Xxxxxx Securities Inc., 200 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000. Very truly yours, J.X. X.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association By: Jxxxx X. Xxxx /s/ Xxxxxxx X’Xxxxxxx Authorized Signatory Name: Jxxxx X. Xxxx Xxxxxxx X’Xxxxxxx Accepted and confirmed as of the Trade Date: NuVasiveExterran Holdings, Inc. By: /s/ Axxxxx X. J. Xxxxxxx Xxxxxxxx Authorized Signatory Name: Axxxxx X. J. Xxxxxxx Xxxxxxxx JPMorgan Chase Bank, National Association Organized Organised under the laws of the United States as a National Banking Association Main Oxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx, Xxxx 00000 Registered as a branch in England & Wales branch number BR000746No. BR000746 Registered branch address 100 Branch Office 000 Xxxxxx Xxxx, Xxxxxx, Xxxxxx XX0X 0XX. Authorized 0XX Authorised and regulated by the Financial Services Authority.