PAYMENTS; DISPUTES. Except as otherwise provided in this Section 6.09, any amounts owed by any party ("Indemnitor") to any other party ("Indemnitee") under this Section 6.09 shall be paid within ten days of notice from the Indemnitee, PROVIDED, HOWEVER, that if such amounts are being contested before a Taxing authority in good faith, the Indemnitor shall not be required to make payment until it is determined finally by such Taxing authority, unless the Indemnitor has authorized the Indemnitee to make payment to such Taxing Authority. Unless otherwise required under applicable Law, the Company, Newco and Acquiror agree to treat any and all indemnity payments made pursuant to this Agreement as having been made immediately prior to the Distribution and as a dividend from or a capital contribution to Newco, as the case may be, for federal, state and local Tax purposes. If Acquiror and Newco cannot agree on any calculation or determination of any of their respective liabilities or any other matter under this Section 6.09, such calculation or determination shall be made by an independent public accounting firm reasonably acceptable to both such parties. The decision of such firm shall be final and binding. The fees and expenses incurred in connection with such calculation or determination shall be borne equally by the disputing parties.
PAYMENTS; DISPUTES. With respect to Joint Patent application filings, each Party shall bear all costs and expenses for fees or other payments required to submit and maintain joint applications and patents in their respective territories. In the event there is a dispute as to whether a particular invention constitutes a Joint Invention or should be the subject of a Signal Patent or Tanabe Patent, the issue shall be resolved by the appropriate Research and Development Committee.
PAYMENTS; DISPUTES. (a) No later than January 15, 2012 (in the case of the Initial Earn-Out Period) and January 15, 2013 (in the case of the Subsequent Earn-Out Period), Seller shall deliver to Buyer a written report (each such written report, a “Well Report”) specifying in reasonable detail (and including supporting documentation) the Unconnected Well Volumes for the Initial Earn-Out Period or the Subsequent Earn-Out Period (as applicable).
(b) No later than 30 days after Seller’s delivery to Buyer of a Well Report, Buyer shall deliver to Seller a written report (each such written report, an “Earn-Out Statement”) specifying in reasonable detail (and including supporting documentation) (i) Average Daily Volumes for the Initial Earn-Out Period or the Subsequent Earn-Out Period (as applicable); (ii) Third Party Volumes for the Initial Earn-Out Period or the Subsequent Earn-Out Period (as applicable) and (iii) Buyer’s calculation of the Initial Earn-Out Payment or the Subsequent Earn-Out Payment, as applicable. Each Earn-Out Statement shall also include Buyer’s disagreement, if any, with Seller’s calculation of Unconnected Well Volumes contained in the applicable Well Report and specifying in reasonable detail Buyer’s grounds for such disagreement. Buyer shall be deemed to have agreed with all other items and amounts contained in such Well Report. If Buyer objects to any of Seller’s calculations in such Well Report, Buyer’s calculation of the applicable Earn-Out Payment(s) contained in such Earn-Out Statement shall be calculated based on Buyer’s calculation of Unconnected Well Volumes. Otherwise Buyer’s calculations of the applicable Earn-Out Payment(s) shall be made using the calculation of Unconnected Well Volumes set forth in such Well Report.
(c) If Seller agrees with Buyer’s calculations contained in an Earn-Out Statement, Seller shall notify Buyer of such agreement in writing (each such written notice, an “Agreement Notice”) and Buyer shall, upon the date that is the later of the date that is five Business Days after receipt of an Agreement Notice and February 15th of the relevant year in which such payment is payable, pay to Seller the amount of the Initial Earn-Out Payment or Subsequent Earn-Out Payment (as applicable) set forth in such Earn-Out Statement. If no Agreement Notice or Disagreement Notice (as defined below) is delivered by Seller within 30 days of Seller’s receipt of an Earn-Out Statement, Seller shall be deemed to have agreed with all items and amounts cont...
PAYMENTS; DISPUTES. 12 5.4 Direct Deposits of Payments ................................... 12 5.5 Administrative Committee's Responsibility ..................... 13 5.6
PAYMENTS; DISPUTES. The Master Trustee, from time to time, upon receipt of a written order from the Administrative Committee, shall make payments from the Master Fund to such persons (including the Administrative Committee or any member of such Committee), and in such amounts as the Committee shall direct, and amounts paid pursuant to such direction thereafter no longer shall constitute a part of the Master Trust. Orders from the Administrative Committee need not specify the purpose of the payments so ordered, and, except as provided by law, the Master Trustee shall not be responsible in any way respecting the purpose or propriety of such payments or for the administration of the Plan. Any such order shall constitute a certification that the payment directed is one which the Administrative Committee is authorized to direct, and the Master Trustee need make no further investigation. Payments by the Master Trustee may be made (i) by its check to the order of the payee and mailed to the payee at the address last furnished to the Master Trustee by the Administrative Committee or by the payee, or if no such address has been so furnished, to the payee in care of the Company, or (ii) by direct deposit to an account of the payee in accordance with Section 5.
PAYMENTS; DISPUTES. All contingent payments payable by Buyer to the Sellers hereunder shall be paid on or before March 1 in each of the years 1998 through 2003, inclusive, with respect to Net Sales from the products subject to contingent payments for the prior calendar year. For example, all contingent payments due with respect to Net Sales from January 1, 1997 through December 31, 1997 shall be payable on March 1, 1998. Buyer shall pay such amounts to Sellers within the United States without deduction for any withholding taxes imposed by any jurisdictions. Buyer shall deliver to the Sellers on or prior to March 1 in each applicable year, together with its payment of the applicable amount, a schedule of its Net Sales from each of the TPSI Licensed Pulse Generators, Related Leads and of the Minute Ventilation Pulse Generators for the prior calendar year, together with such detailed supporting documentation as the Sellers may reasonably request. In case the Sellers disputes any item in such schedule, or the related contingent payments calculation, the Sellers shall so notify Buyer in writing within 90 days of their receipt from Buyer of such schedule and supporting detail. If the parties are unable to resolve any such dispute within 60 days thereafter the parties shall submit the disputed items to a third party accounting firm of international standing for final resolution in the same manner referred to in Section 1.1 of the Adjustment Agreement.
PAYMENTS; DISPUTES. Except as otherwise provided in this ------------------ Section 7.13, any amounts owed by any party to any other party under this Section 7.13 shall be paid within ten days after notice from the party entitled to such payment; provided, however, that if any party entitled to indemnification under this Section 7.13 has not paid the amount for which such party is entitled to indemnification and such amount is being contested before the appropriate governmental authorities in good faith, the indemnifying party shall not be required to make payment to the indemnified party until an appropriate governmental authority determines finally that payment is due. If the parties cannot agree on any calculation of any liabilities under this Section 7.13, such calculation (but not the determination of whether any liability in fact exists) shall be made by any independent public accounting firm acceptable to the disputing parties. The decision of such firm shall be final and binding. The fees and expenses incurred in connection with such calculation shall be borne equally by the disputing parties. For purposes of the immediately preceding sentence, all former shareholders of Chronicle, all shareholders of Spinco, and Spinco shall collectively be deemed to constitute a single party.
PAYMENTS; DISPUTES. Except as otherwise provided in this Section 6.10, any amounts owed by any party ("Indemnitor") to any other party ("Indemnitee") under this Section 6.10 shall be paid within ten days of notice from the Indemnitee; provided that if the Indemnitee has not paid such amounts and such amounts are being contested before the appropriate governmental authorities in good faith, the Indemnitor shall not be required to make payment until it is determined finally by an appropriate governmental authority that payment is due. If Acquiror and SHI cannot agree on any calculation of any liabilities under this Section 6.10, such calculation shall be made by any independent public accounting firm acceptable to both such parties. The decision of such firm shall be final and binding. The fees and expenses incurred in connection with such calculation shall be borne equally by the disputing parties.
PAYMENTS; DISPUTES. The Indemnifying Party shall pay all amounts payable pursuant to this Article VI by wire transfer of immediately available funds, promptly (and in any case within the applicable time periods set forth in this Article VI) following receipt from an Indemnified Party of a written payment request, together with all accompanying reasonably detailed back-up documentation, for each Loss that is the subject of indemnification hereunder. To the extent the Indemnifying Party in good faith disputes the Loss or a portion thereof, in which event it shall so notify the Indemnified Party and shall promptly make payment of the amount of such Loss that is not in dispute. The parties shall endeavor in good faith to resolve any dispute within 30 days of the delivery of such notice to the Indemnified Party. In any event, the Indemnifying Party shall pay to the Indemnified Party (or as directed by the Indemnifying Party), by wire transfer of immediately available funds, the amount of any Loss for which it is liable hereunder no later than three business days following any final determination of such Loss and the Indemnifying Party’s liability therefor. A “final determination” shall exist when the parties to the dispute have reached an agreement in writing, or a court of competent jurisdiction shall have entered a final and non-appealable order or judgment. The preceding sentences of this Section 6.9 shall not apply to Section 6.7, which the parties acknowledge and agree provides for conditions to, and the timing of, payment obligations with respect to Actual Credit Losses. All payments made by an Indemnifying Party to an Indemnified Party under this Article VI shall be treated as adjustments to the Purchase Price for Tax purposes unless otherwise required by Law.
PAYMENTS; DISPUTES. The Master Trustee, from time to time, upon ------------------ receipt of an order from the Administrative Committee, shall make payments from the Master Fund to such persons (including the Administrative Committee or any member of such Committee), and in such amounts as the Committee shall direct, and amounts paid pursuant to such direction thereafter no longer shall constitute a part of the Master Trust. Each such order shall be in writing and shall specify the Participating Plan to whose account the payment is to be charged. Orders from the Administrative Committee need not specify the purpose of the payments so ordered, and the Master Trustee shall not be responsible in any way respecting the purpose or propriety of such payments or for the administration of the Participating Plans. Any such order shall constitute a certification that the payment directed is one which the Administrative Committee is authorized to direct, and the Master Trustee need make no further investigation. Payments by the Master Trustee may be made (i) by its check to - the order of the payee and mailed to the payee at the address last furnished to the Master Trustee by the Administrative Committee or by the payee, or if no such address has been so furnished, to the payee in care of the Company, or (ii) -- by direct deposit to an account of the payee in accordance with Section 5.
