Common use of Reimbursement for Certain Payments Clause in Contracts

Reimbursement for Certain Payments. (i) All ad valorem Taxes on personal property or any similar Taxes with respect to the Acquired Assets, other than Transfer Taxes (“Property Taxes”) shall be prorated between MSB and OTI as of the Closing Date, computed by multiplying the amount of Property Taxes for the Tax period for which the same are levied by a fraction, the numerator of which is the number of days in such Tax period up to and including the Closing Date and the denominator of which is the number of days in such Tax period. In connection with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are available, and re-prorated when actual Property Tax figures become available. For the avoidance of doubt, Property Taxes allocated to OTI pursuant to this Section 2.1(e)(i) shall constitute Excluded Liabilities. To the extent one Party makes a payment of Property Taxes allocated to the other Party, such other Party shall promptly reimburse the paying Party upon receipt of written notice that such Property Taxes have been paid. (ii) If OTI makes payment under any of the Assumed Liabilities (which OTI will have no obligation whatsoever to do), then MSB will reimburse the amount of such payment to OTI that made the payment within five (5) Business Days of receipt by MSB of a demand for reimbursement, together with corresponding documentation of such payment. If MSB makes payment under any of the Excluded Liabilities (which MSB will have no obligation whatsoever to do), then OTI will reimburse the amount of such payment to MSB within five (5) Business Days of receipt by OTI of a demand for reimbursement, together with corresponding documentation of such payment.

Reimbursement for Certain Payments. (a) In the event that Buyer receives any notice, demand, or claim for any of the Excluded Liabilities, Buyer agrees to (i) All ad valorem Taxes on personal property provide Seller with written notice of any such notice, demand, or claim for any similar Taxes with respect to the Acquired Assets, other than Transfer Taxes (“Property Taxes”) shall be prorated between MSB and OTI as of the Closing Date, computed by multiplying the amount of Property Taxes for the Tax period for which the same are levied by a fraction, the numerator of which is the number of days in such Tax period up to and including the Closing Date and the denominator of which is the number of days in such Tax period. In connection Excluded Liabilities (along with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are availableany corresponding documentation), and re-prorated when actual Property Tax figures become available. For (ii) provide Seller with the avoidance opportunity to resolve, settle, pay, compromise, defend, dispute, investigate or protest any such notice, demand, or claim for any of doubt, Property Taxes allocated to OTI pursuant to this Section 2.1(e)(i) shall constitute the Excluded Liabilities. To Without limiting the extent one Party makes a payment generality of Property Taxes allocated to the other Partypreceding sentence, Seller, in its sole discretion, may in good faith pay, compromise, defend, dispute, investigate or protest any such other Party shall promptly reimburse the paying Party upon receipt of written notice that such Property Taxes have been paid. (ii) If OTI makes payment under claim for any of the Assumed Excluded Liabilities (which OTI will and Seller shall be afforded the absolute right to control any litigation, proceeding, or otherwise arising or resulting therefrom. If Seller takes advantages of its rights granted hereunder, it must act in an expeditious manner to resolve the matter in question and if Buyer reasonably believes that Seller is not acting in such manner, and as a result, Buyer is being harmed thereby then Buyer shall have no obligation whatsoever the right to do)settle the matter and seek immediate reimbursement for any amounts actually paid by Buyer to settle the matter provided that such written demand for reimbursement shall contain all such necessary corresponding documentation. In the alternative, if Seller declines to exercise its rights hereunder and Buyer pays any of the Excluded Liabilities, then MSB will Seller shall reimburse the amount of such payment to OTI that made the payment Buyer by wire transfer of immediately available funds within five (5) Business Days of receipt by MSB Seller of a demand for reimbursement, together with corresponding documentation of such payment. If MSB makes payment under (b) In the event that on or after the Closing Date Buyer receives any of Accounts Receivable payments belonging to Seller, Buyer shall remit such payments to Seller in the Excluded Liabilities (which MSB will have no obligation whatsoever to do), then OTI will reimburse the amount of such payment to MSB form received within five (5) Business Days of Buyer’s receipt by OTI of a demand for reimbursement, together with corresponding documentation of such paymentpayments. In the event that on or after the Closing Date Seller receives any accounts receivable payments of the Business relating to the period on or after the Closing Date, Seller shall remit such payments to Buyer in the form received within five (5) Business Days of Seller’s receipt of such payments.

Reimbursement for Certain Payments. (ia) All ad valorem Taxes on personal property or any similar Taxes with respect to the Acquired Assets, other than Transfer Taxes (“Property Taxes”) shall be prorated between MSB Purchaser and OTI Seller as of the Closing Date, computed by multiplying the amount of Property Taxes for the Tax period fiscal year for which the same are levied by a fraction, the numerator of which is the number of days in such Tax period fiscal year up to and including the Closing Date and the denominator of which is the number of days in such Tax periodfiscal year. In connection with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are available, and re-prorated when actual Property Tax figures become available. For the avoidance of doubt, Property Taxes allocated to OTI pursuant to this Section 2.1(e)(i) shall constitute Excluded Liabilities. To the extent one Party makes a payment of Property Taxes allocated to the other Party, such other Party shall promptly reimburse the paying Party upon receipt of written notice that such Property Taxes have been paid. (iib) If OTI Seller makes payment under any of the Assumed Liabilities (which OTI Seller will have no obligation whatsoever to do), then MSB Purchaser will reimburse the amount of such payment to OTI Seller that made the payment within five (5) Business Days of receipt by MSB Purchaser of a demand for reimbursement, together with corresponding documentation of such payment. If MSB Purchaser makes payment under any of the Excluded Liabilities (which MSB Purchaser will have no obligation whatsoever to do), then OTI Seller will reimburse the amount of such payment to MSB Purchaser within five (5) Business Days of receipt by OTI Seller of a demand for reimbursement, together with corresponding documentation of such payment.