Respironics Fee Sample Clauses

Respironics Fee. (a) Healthdyne hereby agrees to pay Respironics, --------------- subject to the terms and conditions of this Section 7.5, upon the occurrence of the events specified in this Section, a fee (the "Respironics Fee") of $12,000,000. (b) Respironics shall be entitled to payment of the Respironics Fee if: (i) The Board of Directors of Healthdyne shall fail to recommend, or withdraw, modify or change its recommendation referred to in Section 6.3 hereof in a manner adverse to Respironics or shall have resolved to do any of the foregoing; (ii) Healthdyne shall terminate this Agreement pursuant to Section 7.3(f) hereof; (iii) Healthdyne shall execute and deliver a definitive agreement for, or Healthdyne's Board of Directors shall approve, a Healthdyne Business Combination (as hereinafter defined) within eighteen (18) months following the termination of this Agreement if such termination is by Respironics pursuant to Section 7.3(b) hereof; (iv) Healthdyne shall execute and deliver a definitive agreement for, or Healthdyne's Board of Directors shall approve, a Healthdyne Business Combination within eighteen (18) months following the termination of this Agreement if such termination is by Respironics or Healthdyne pursuant to Section 7.3(c) hereof after the shareholders of Healthdyne shall have failed to approve this Agreement and the Merger Agreement and prior to such termination either (A) Healthdyne or the shareholders of Healthdyne shall have received an offer or proposal from any person or group of persons (other than Respironics or any Respironics Subsidiary) to enter into a Healthdyne Business Combination or (B) any person or group of persons (other than Respironics or any Respironics Subsidiary) shall have purchased, after the date hereof and prior to such termination, securities which, when added to the securities already owned by such person or group, represent 10% or more of the voting power of Healthdyne and such person or group of persons shall have failed to deliver a written agreement of the type described in Section 6.4(b) hereof; or (v) Healthdyne shall execute and deliver a definitive agreement for, or Healthdyne's Board of Directors shall approve, a Healthdyne Business Combination within eighteen (18) months following the termination of this Agreement in accordance with its terms and Healthdyne's Board of Directors shall have failed to call its Shareholders Meeting after a determination, based on advice of outside counsel, that such action was requir...
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Related to Respironics Fee

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  • Treatment of Unallowable Costs Previously Submitted for Payment Mallinckrodt further agrees that within 120 days of the Effective Date of this Agreement it shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Mallinckrodt or any of its subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. Mallinckrodt agrees that the United States, at a minimum, shall be entitled to recoup from Mallinckrodt any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment. Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Mallinckrodt or any of its subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on Mallinckrodt or any of its subsidiaries or affiliates’ cost reports, cost statements, or information reports.

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