Payments and Reimbursements. If the Contractor is in breach, the UCRC shall reimburse the Contractor only for Work performed in accordance with this SCIA prior to the date of the breach and Work performed in accordance with this SCIA after the date of the breach to the extent it is accepted by the UCRC. If the UCRC is in breach by delayed payment, upon written notice from the Contractor the UCRC shall remedy and not be required to pay interest on the delayed payment.
Payments and Reimbursements. Except as otherwise provided herein, any reimbursements or in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement (or, if no such period is specified, the Executive’s lifetime), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. In addition, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts and separation pay. Notwithstanding any other provision set forth herein, any payments which are intended to constitute separation pay due to an involuntary separation from service in accordance with Treas. Reg. §1.409A-1(b)(9)(iii) shall be paid no later than the last day of the second calendar year following the calendar year in which the Termination Date occurs.
Payments and Reimbursements. If a payment to a party under this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party, or the representative member of a GST group of which that party is a member, is entitled for that loss, cost or expense. If a payment is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of GST.
Payments and Reimbursements. Notwithstanding any other provision hereof, from the Closing Date until sixty (60) days following the Interim Settlement Date, any proceeds, costs or expenses that would constitute a Buyer’s Credit or a Seller’s Credit (and other proceeds, costs or expenses attributable to the Company Assets on or after the Closing Date) but that are not reflected in the Interim Closing Statement shall be treated as follows:
(a) Seller will promptly forward, or cause to be forwarded, to Buyer any payments received by Seller or any Affiliate of Seller after the Closing Date with respect to proceeds attributable to the sale of Hydrocarbons produced from the Company Assets on or after the Effective Time but that are not reflected in the Interim Closing Statement;
(b) Seller will be responsible pursuant to the terms of this Agreement for costs or expenses attributable to the ownership or operation of the Company Assets prior to the Effective Time that would constitute a Buyer’s Credit but that are not reflected in the Interim Closing Statement and shall promptly pay, or, if paid by Buyer (or either of the Companies after Closing), promptly reimburse Buyer for such costs or expenses;
(c) Buyer will promptly forward, or cause to be forwarded, to Seller any payments received by Buyer (or either of the Companies after Closing) with respect to proceeds attributable to the sale of Hydrocarbons produced from the Company Assets prior to the Effective Time but that are not reflected in the Interim Closing Statement; and
(d) Buyer will be responsible pursuant to the terms of this Agreement for costs or expenses that would constitute a Seller’s Credit (or that are attributable to the Company Assets on or after the Closing Date) but that are not reflected in the Interim Closing Statement and shall promptly pay, or, if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against, such costs or expenses.
Payments and Reimbursements. All payments and reimbursements by the requesting Party pursuant to Section 5.2 will be made within fifteen (15) days after the requesting Party’s receipt of an invoice therefor from the other Party. In the event that the requesting Party makes payments to insurance companies directly, then the requesting Party shall make payments in compliance with the requirements and policies and procedures with respect to insurance payments in effect prior to the Effective Time. If the other Party incurs costs to enforce the requesting Party’s obligations herein, the requesting Party agrees to indemnify and hold harmless the other Party for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.8. The other Party shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities and/or claims the requesting Party has made or could make in the future. No member of the requesting Party’s Group shall, without the prior consent of the other Party or otherwise as expressly permitted under this Agreement, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with such other Party’s insurers with respect to any of such other Party’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. The requesting Party shall cooperate with the other Party and share such information as is reasonably necessary in order to permit the other Party to manage and conduct its insurance matters as it deems appropriate. No member of the other Party’s Group shall have any obligation to secure extended reporting for any claims under any Liability policies of any member of such Group for any acts or omissions by any member of the requesting Party’s Group incurred prior to the Effective Time.
Payments and Reimbursements. (i) LPS will promptly pay or reimburse FIS for (i) LPS’s pro rata shares of the amounts paid by FIS to FNF with respect to the coverage provided by the FNF Policy, allocated by FIS to LPS in accordance with FIS’s customary allocation methodology (or such other method as shall be agreed by the Parties), and (ii) FIS’s premiums and other costs and expenses associated with the coverage provided by the FIS Policies that are allocable by FIS to LPS and its Subsidiaries in accordance with FIS’s customary allocation methodology (or such other method as shall be agreed by the Parties). All payments and reimbursements by LPS pursuant to this Section 5.2 will be made promptly but in any event within 30 days after LPS’s receipt of an invoice therefor from FIS.
(ii) If it appears possible that pending or potential claims by FIS or by its Subsidiaries, or their respective directors, officers or employees, or by any other person, would exceed the limits of the applicable FIS Policy, the Parties shall negotiate in good faith a fair allocation of such limits or other appropriate resolution, consistent with the customary allocation methodology utilized by FIS with respect to the premiums, costs and expenses (or such other method as shall be agreed by the Parties). Similarly, if it appears possible that one or more individual claims involving both of FIS and LPS, or their respective Subsidiaries, or their respective directors, officers or employees, would apply against a single deductible, the Parties shall negotiate in good faith a fair allocation of such deductible, consistent with the customary allocation methodology utilized by FIS with respect to the premiums, costs and expenses (or such other method as shall be agreed by the Parties).
Payments and Reimbursements. All payments and reimbursements by Freescale pursuant to this Section 7.5 will be made within thirty (30) days after Freescale’s receipt of an invoice therefor from Motorola.
Payments and Reimbursements. All payments and reimbursements by WhiteWave pursuant to this Section 7.5 shall be made within thirty (30) days after WhiteWave’s receipt of an invoice therefor from Xxxx Foods.
Payments and Reimbursements. Each payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A. To the extent any reimbursements or in-kind benefit payments under the Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) (or any similar or successor provisions).
Payments and Reimbursements. Each payment with respect to the RSUs settling under this Agreement is intended to be treated as one of a series of separate payments for purposes of Section 409A of the Code. To the extent any reimbursements or in-kind benefit payments under the Agreement are subject to Section 409A of the Code, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) (or any similar or successor provisions).
