Common use of Payment Procedures; Notices Clause in Contracts

Payment Procedures; Notices. (a) If a Disposition Agreement is entered into during the Disposition Period, then Parent shall promptly deliver to the Rights Agent (with a copy to the Representative) written notice indicating that a Disposition Agreement has been entered into and a copy of the Disposition Agreement and any ancillary agreements thereto. (b) On or prior to each CVR Payment Date, with respect to any Disposition Agreement or any Further Savings Proceeds, Parent shall deliver to the Rights Agent (with a copy to the Representative) (i) written notice indicating that (A) the Holders are entitled to receive one or more payments with respect to Disposition Proceeds or Further Savings Proceeds, as applicable, (B) the source and trigger event for such payment of Disposition Proceeds or Further Savings Proceeds, as applicable, and (C) a detailed calculation of Gross Proceeds, Net Proceeds and any Permitted Deductions used to calculate such Disposition Proceeds or other calculations used to calculate the Further Savings Proceeds, as applicable, with reasonable supporting detail for such Permitted Deductions, as applicable, (each such notice, a “CVR Payment Notice”) and (ii) any letter of instruction reasonably required by the Rights Agent. On or prior to any CVR Payment Date, Parent shall deliver to the Rights Agent the CVR Payment Amounts required by Section 4.2. All payments by Parent hereunder shall be made in U.S. dollars. For the avoidance of doubt, Parent shall have no further liability in respect of the relevant CVR Payment Amount upon delivery of such CVR Payment Amount in accordance with this Section 2.4(b) and the satisfaction of each of Parent’s obligations set forth in this Section 2.4(b). With respect to cash deposited by Parent or Purchaser with the bank or financial institution designated by Rights Agent (currently Xxxxx Fargo or U.S. Bank), Rights Agent agrees to cause such bank or financial institution to establish and maintain a separate demand deposit account, therefor in the name of Rights Agent for the benefit of Parent. Rights Agent will only draw upon cash in such account(s) as required from time to time in order to make payments as required under this Agreement and any applicable tax withholding payments. Rights Agent shall have no responsibility or liability for any diminution of funds that may result from any deposit or investment made by Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, in the absence of fraud, bad faith or willful misconduct by or on behalf of Rights Agent. Rights Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. Rights Agent shall not be obligated to pay such interest, dividends or earnings to Parent, Purchaser, the Representative, any Holder or any other party. Rights Agent is acting as an agent xxxxxxxxx and is not a debtor of Parent in respect of cash deposited hereunder. For the avoidance of doubt, Parent, Representative and Purchaser acknowledge that (i) the Rights Agent is not a bank or a trust company, (ii) the Rights Agent is not acting in any sort of capacity as an “escrow” or similar agent hereunder, and (iii) nothing in this Agreement shall be construed as requiring the Rights Agent to perform any services that would require registration with any governmental authority as a bank or a trust company. (c) The Rights Agent will promptly, and in any event within ten (10) Business Days after receipt of the CVR Payment Notice as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of the CVR Payment Notice (at Parent’s sole cost and expense) and, following the applicable CVR Payment Date, promptly pay the CVR Payment Amount to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the CVR Payment Date. (d) Any portion of the CVR Payment Amount that remains undistributed to a Holder six (6) months after the date of the delivery of the applicable CVR Payment Date will be delivered by the Rights Agent to Parent or Purchaser, upon demand, and any Holder will thereafter look only to Parent and Purchaser for payment of the CVR Payment Amount, without interest, but such Holder will have no greater rights against Parent and Purchaser than those accorded to general unsecured creditors of Parent and Purchaser under applicable Law. (e) None of Parent, any of its Affiliates (including Purchaser), or the Rights Agent will be liable to any Person in respect of the CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s, any of its Affiliates’ and/or the Rights Agent’s commercially reasonable efforts to deliver the CVR Payment Amount to the applicable Holder, the CVR Payment Amount has not been paid prior to two (2) years after the applicable CVR Payment Date (or immediately prior to such earlier date on which the CVR Payment Amount would otherwise escheat to or become the property of any Governmental Body), the CVR Payment Amount will, to the extent permitted by applicable Law, become the property of Parent or Purchaser, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent and Purchaser agree to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent or Purchaser.

Payment Procedures; Notices. (a) If a Disposition Agreement is entered into during the Disposition Period, then Parent shall promptly deliver to the Rights Agent (with a copy to the Representative) written notice indicating that a Disposition Agreement has been entered into and a copy of the Disposition Agreement and any ancillary agreements thereto. (b) On or prior to each CVR Payment Date, with respect to any Disposition Agreement or any Further Savings ProceedsPermitted Disposition, Parent shall deliver to the Rights Agent (with a copy to the Representative) (i) written notice indicating that (A) the Holders are entitled to receive one or more payments with respect to Disposition Proceeds or Further Savings Proceeds, as applicable, (B) in the case of Disposition Proceeds, the source and trigger event for such payment of Disposition Proceeds or Further Savings Proceeds, as applicable, and (C) a detailed calculation of Gross ProceedsProceeds (including any calculations or supporting documentation applicable to any allocation determination for consideration related or not related to a CVR Product), Net Proceeds and any Permitted Deductions used to calculate such Disposition Proceeds or other calculations used to calculate the Further Savings Proceeds, as applicable, with reasonable supporting detail for such Permitted Deductions, as applicable, (each such notice, a “CVR Payment Notice”), (ii) a letter of instruction setting forth, for each CVR, the CVR Payment Amount with respect thereto (including each component included in the calculation thereof) and (iiiii) any other letter of instruction reasonably required by the Rights Agent. On or prior to any CVR Payment Date, Parent shall deliver to the Rights Agent the CVR Payment Amounts required by Section 4.2. All payments amounts delivered by Parent hereunder shall be made delivered in U.S. dollars. For the avoidance of doubt, Parent shall have no further liability in respect of the relevant CVR Payment Amount upon delivery of such CVR Payment Amount in accordance with this Section 2.4(b) and the satisfaction of each of Parent’s obligations set forth in this Section 2.4(b)) and Section 2.5. With respect to cash deposited by Parent or Purchaser with the bank or financial institution designated by the Rights Agent (currently which shall be Xxxxx Fargo Fargo, U.S. Bank or U.S. Bankanother bank or financial institution of substantially equivalent national reputation and financial standing), the Rights Agent agrees to cause such bank or financial institution to establish and maintain a separate demand deposit account, therefor in the name of the Rights Agent for the benefit of Parent. The Rights Agent will only draw upon cash in such account(s) as required from time to time in order to make payments as required under this Agreement and any applicable tax withholding payments. The Rights Agent shall have no responsibility or liability for any diminution of funds that may result from any deposit or investment made by the Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, in the absence of fraud, bad faith or willful misconduct by or on behalf of the Rights Agent. The Rights Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Rights Agent shall not be obligated to pay such interest, dividends or earnings to Parent, Purchaser, the Representative, any Holder or any other party. The Rights Agent is acting as an agent xxxxxxxxx and is not a debtor of Parent in respect of cash deposited hereunder. For the avoidance of doubt, Parent, Representative and Purchaser acknowledge that (i) the Rights Agent is not a bank or a trust company, (ii) the Rights Agent is not acting in any sort of capacity as an “escrow” or similar agent hereunder, and (iii) nothing in this Agreement shall be construed as requiring the Rights Agent to perform any services that would require registration with any governmental authority as a bank or a trust company. (c) The Rights Agent will promptly, and in any event within ten (10) Business Days after receipt of the CVR Payment Notice as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of the CVR Payment Notice (at Parent’s sole cost and expense) and, following the applicable CVR Payment Date, promptly pay the CVR Payment Amount to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the CVR Payment Date. (d) Any portion of the CVR Payment Amount that remains undistributed to a Holder six (6) months after the date of the delivery of the applicable CVR Payment Date will be delivered by the Rights Agent to Parent or Purchaser, upon demand, and any Holder will thereafter look only to Parent and Purchaser for payment of the CVR Payment Amount, without interest, but such Holder will have no greater rights against Parent and Purchaser than those accorded to general unsecured creditors of Parent and Purchaser under applicable Law. (e) None of Parent, any of its Affiliates (including Purchaser), or the Rights Agent will be liable to any Person in respect of the CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s, any of its Affiliates’ and/or or the Rights Agent’s commercially reasonable efforts to deliver the CVR Payment Amount to the applicable Holder, the CVR Payment Amount has not been paid prior to two (2) years after the applicable CVR Payment Date (or immediately prior to such earlier date on which the CVR Payment Amount would otherwise escheat to or become the property of any Governmental Body), the CVR Payment Amount will, to the extent permitted by applicable Law, become the property of Parent or Purchaser, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent and Purchaser agree to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent or Purchaser.

Payment Procedures; Notices. (a) If a Disposition Agreement is entered into during the Disposition Period, then Parent shall promptly deliver to the Rights Agent (with a copy to the Representative) written notice indicating that a Disposition Agreement has been entered into and a copy of the Disposition Agreement and any ancillary agreements thereto. (b) On or prior to each CVR Payment Date, with respect to any Disposition Agreement or any Further Savings Proceeds, Parent shall deliver to the Rights Agent (with a copy to the Representative) (i) written notice indicating that (A) the Holders are entitled to receive one or more payments with respect to Disposition Proceeds or Further Savings Proceeds, as applicable, (B) the source and trigger event for such payment of Disposition Proceeds or Further Savings Proceeds, as applicable, and (C) a detailed calculation of Gross Proceeds, Net Proceeds and any Permitted Deductions used to calculate such Disposition Proceeds or other calculations used to calculate the Further Savings Proceeds, as applicable, with reasonable supporting detail for such Permitted Deductions, as applicable, (each such notice, a “CVR Payment Notice”) and (ii) any letter of instruction reasonably required by the Rights Agent. On or prior to any CVR Payment Date, Parent shall deliver to the Rights Agent the CVR Payment Amounts required by Section 4.2. All payments by Parent hereunder shall be made in U.S. dollars. For the avoidance of doubt, Parent shall have no further liability in respect of the relevant CVR Payment Amount upon delivery of such CVR Payment Amount in accordance with this Section 2.4(b) and the satisfaction of each of Parent’s obligations set forth in this Section 2.4(b). With respect to cash deposited by Parent or Purchaser with the bank or financial institution designated by Rights Agent (currently Xxxxx Fargo or U.S. Bank), Rights Agent agrees to cause such bank or financial institution to establish and maintain a separate demand deposit account, therefor in the name of Rights Agent for the benefit of Parent. Rights Agent will only draw upon cash in such account(s) as required from time to time in order to make payments as required under this Agreement and any applicable tax withholding payments. Rights Agent shall have no responsibility or liability for any diminution of funds that may result from any deposit or investment made by Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, in the absence of fraud, bad faith or willful misconduct by or on behalf of Rights Agent. Rights Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. Rights Agent shall not be obligated to pay such interest, dividends or earnings to Parent, Purchaser, the Representative, any Holder or any other party. Rights Agent is acting as an agent xxxxxxxxx and is not a debtor of Parent in respect of cash deposited hereunder. For the avoidance of doubt, Parent, Representative and Purchaser acknowledge that (i) the Rights Agent is not a bank or a trust company, (ii) the Rights Agent is not acting in any sort of capacity as an “escrow” or similar agent hereunder, and (iii) nothing in this Agreement shall be construed as requiring the Rights Agent to perform any services that would require registration with any governmental authority as a bank or a trust company. (c) The Rights Agent will promptly, and in any event within ten (10) Business Days after receipt of the CVR Payment Notice as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of the CVR Payment Notice (at Parent’s sole cost and expense) and, following the applicable CVR Payment Date, promptly pay the CVR Payment Amount to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the CVR Payment Date. (d) Any portion of the CVR Payment Amount that remains undistributed to a Holder six (6) months after the date of the delivery of the applicable CVR Payment Date will be delivered by the Rights Agent to Parent or Purchaser, upon demand, and any Holder will thereafter look only to Parent and Purchaser for payment of the CVR Payment Amount, without interest, but such Holder will have no greater rights against Parent and Purchaser than those accorded to general unsecured creditors of Parent and Purchaser under applicable Law. (e) None of Parent, any of its Affiliates (including Purchaser), or the Rights Agent will be liable to any Person in respect of the CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s, any of its Affiliates’ and/or the Rights Agent’s commercially reasonable efforts to deliver the CVR Payment Amount to the applicable Holder, the CVR Payment Amount has not been paid prior to two (2) years after the applicable CVR Payment Date (or immediately prior to such earlier date on which the CVR Payment Amount would otherwise escheat to or become the property of any Governmental Body), the CVR Payment Amount will, to the extent permitted by applicable Law, become the property of Parent or Purchaser, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent and Purchaser agree to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent or Purchaser.

Payment Procedures; Notices. (a) If a Disposition Agreement the Milestone is entered into during achieved, then, within fifteen (15) calendar days following the Disposition Period, then Parent shall promptly deliver to date on which the Rights Agent (with a copy to the Representative) written notice indicating that a Disposition Agreement Milestone has been entered into and a copy of the Disposition Agreement and any ancillary agreements thereto. (b) On or prior to each CVR Payment Date, with respect to any Disposition Agreement or any Further Savings Proceedsoccurred, Parent shall deliver to the Rights Agent (with a copy to the Representative) (i) written notice indicating that the Milestone has been achieved (Athe “Milestone Notice”). Concurrent with the delivery of a Milestone Notice, Parent will make appropriate arrangements with the Rights Agent for shares of Parent Common Stock represented by book-entry shares to be issued as the CVR Payment. Upon receipt of the book-entry shares referred to in the foregoing sentence, the Rights Agent shall promptly (and in any event, within ten (10) the Holders are entitled to receive one or more payments with respect to Disposition Proceeds or Further Savings Proceeds, as applicable, Business Days) (B) the source and trigger event for such payment of Disposition Proceeds or Further Savings Proceeds, as applicable, and (C) a detailed calculation of Gross Proceeds, Net Proceeds and any Permitted Deductions used to calculate such Disposition Proceeds or other calculations used to calculate the Further Savings Proceeds, as applicable, with reasonable supporting detail for such Permitted Deductions, as applicable, (each such noticedate, a “Milestone Payment Date”) distribute to each Holder by book-entry an amount of shares of Parent Common Stock equal to such Holder’s CVR Payment Notice”) and (ii) any letter of instruction reasonably required by the Rights Agent. On or prior to any CVR Payment Date, Parent shall deliver Amount; provided that to the extent the foregoing, after taking into account withholding pursuant to Section 2.4(b), would result in a Holder receiving a fractional share of Parent Common Stock, such Holder shall forfeit such fractional share. The Rights Agent shall promptly, and in any event within ten (10) Business Days after receipt of the CVR Payment Amounts required by Milestone Notice under this Section 4.2. All payments by Parent hereunder shall be made in U.S. dollars2.4, send each Holder at its registered address a copy of such statement. For the avoidance of doubt, Parent shall have no further liability in respect of the relevant CVR Payment Amount upon delivery of such CVR Payment Amount in accordance with this Section 2.4(b2.4(a) and the satisfaction of each of Parent’s obligations set forth in this Section 2.4(b2.4(a). With respect to cash deposited by . (b) Parent or Purchaser with its Affiliate (including the bank or financial institution designated by Rights Agent (currently Xxxxx Fargo or U.S. Bank), Rights Agent agrees to cause such bank or financial institution to establish and maintain a separate demand deposit account, therefor in the name of Rights Agent for the benefit of Parent. Rights Agent will only draw upon cash in such account(sSurviving Corporation) as required from time to time in order to make payments as required under this Agreement and any applicable tax withholding payments. Rights Agent shall have no responsibility or liability for any diminution of funds that may result from any deposit or investment made by Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, in the absence of fraud, bad faith or willful misconduct by or on behalf of Rights Agent. Rights Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. Rights Agent shall not be obligated to pay such interest, dividends or earnings to Parent, Purchaser, the Representative, any Holder or any other party. Rights Agent is acting as an agent xxxxxxxxx and is not a debtor of Parent in respect of cash deposited hereunder. For the avoidance of doubt, Parent, Representative and Purchaser acknowledge that (i) the Rights Agent is not a bank or a trust company, (ii) the Rights Agent is not acting in any sort of capacity as an “escrow” or similar agent hereunder, and (iii) nothing in this Agreement shall be construed as requiring entitled to deduct and withhold, or cause the Rights Agent to perform deduct and withhold from any services CVR Payment such shares or fractions of shares of Parent Common Stock as may be required to be deducted and withheld therefrom under applicable Tax law, as may be determined by Parent or the Rights Agent, including any amounts, as determined by Parent or the Rights Agent, as should have been withheld under applicable Tax Law in connection with the initial provision by Parent of the CVRs but were not. Any amounts are so deducted and withheld in respect of which amounts are or have been remitted to the appropriate Governmental Entity shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made. The Rights Agent shall solicit from each Holder an Internal Revenue Service Form W-9 or applicable Internal Revenue Service Form W-8 at such time or times as is necessary to permit, the delivery of the CVRs or any payment or distribution under this Agreement to be made without withholding on account of Taxes. The Rights Agent will, on behalf of itself and Parent, comply with all applicable rules regarding withholding on account of Taxes, remittance of amounts required to be withheld and Tax reporting in connection with distributions hereunder. The Rights Agent and Parent shall confer to determine the amount of CVRs, if any, that would require registration with should be withheld on account of taxes in respect of the initial provision of the CVRs, and the Rights Agent will not provide to any governmental authority as a bank Holder CVRs, or a trust companyreflect such CVRs on the CVR Register, to the extent that Parent or the Rights Agent have determined that such CVRs should be withheld on account of tax withholding. The Rights Agent shall rely upon representations made to it by Parent regarding Parent’s reasonable estimate of anticipated accumulated and current earnings and profits under Treasury Regulations Section 1.1441-3(c)(2). (c) The Rights Agent will promptly, and in any event within ten (10) Business Days after receipt of the CVR Payment Notice as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of the CVR Payment Notice (at Parent’s sole cost and expense) and, following the applicable CVR Payment Date, promptly pay the CVR Payment Amount to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the CVR Payment Date. (d) Any portion of the CVR Payment Amount that remains undistributed (other than as a result of withholding under Section 2.4(b)) to a Holder six (6) months after the date of the delivery of the applicable CVR Payment Date Milestone Notice will be delivered by the Rights Agent to Parent or PurchaserParent, upon demand, and any Holder will thereafter look only to Parent and Purchaser for payment of the such CVR Payment Amount, without interest, but such Holder will have no greater rights against Parent and Purchaser than those accorded to general unsecured creditors of Parent and Purchaser under applicable Law. If any holder of a Parent Warrant would, with the CVR Payment exceed the beneficial ownership limitation set forth in such Parent Warrant, Parent shall hold such CVR Payment in abeyance until such CVR Payment would not result in the holder of such Parent Warrant exceeding the beneficial ownership limitation contained therein. (ed) None of Parent, any of its Affiliates (including Purchaser), or Neither Parent nor the Rights Agent will be liable to any Person in respect of the any CVR Payment Amount (or portion thereof) delivered to a public official Governmental Body pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s, any of its Affiliates’ and/or efforts by the Rights Agent’s commercially reasonable efforts Agent to deliver the CVR Payment Amount Amount, net of applicable withholding, to the applicable HolderHolder pursuant to the Rights Agent’s customary unclaimed funds procedures, the such CVR Payment Amount Amount, net of applicable withholding, has not been paid prior to the two (2) years after year anniversary of the applicable CVR Milestone Payment Date (or immediately prior to such earlier date on which the such CVR Payment Amount would otherwise escheat to or become the property of any Governmental Body), the such CVR Payment Amount will, to the extent permitted by applicable Law, become the property of Parent or PurchaserParent, free and clear of all claims or interest of any Person person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent and Purchaser agree Pxxxxx agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (e) The indemnification provided by Parent to the Rights Agent pursuant to this Section 2.4 shall survive the resignation, replacement or Purchaserremoval of the Rights Agent and the termination of this Agreement.