Common use of Contingent Payment Statement Clause in Contracts

Contingent Payment Statement. (i) Following the expiration of each Contingent Payment Period, Purchaser shall calculate the amount of the Contingent Payment in respect of such Contingent Payment Period, and Purchaser shall, within 60 days following such expiration, provide to UCB a statement giving notice of Purchaser’s calculation of the Contingent Payment (each, a “Contingent Payment Statement”), together with reasonable supporting detail for such calculation. (ii) Following the delivery of a Contingent Payment Statement to UCB, Purchaser shall promptly make available to UCB such further information and access to Purchaser’s personnel, in each case as may be reasonably requested by UCB to verify the Contingent Payment Statement. Unless within 30 days after delivery of such Contingent Payment Statement to UCB, UCB notifies Purchaser in writing of any dispute relating to the calculation of the Contingent Payment as set forth in the Contingent Payment Statement, specifying each item in the calculation that UCB disputes and the amount in dispute with respect to each item (the “Contingent Payment Notice of Dispute”), the Contingent Payment Statement delivered by Purchaser shall be final and binding upon the parties hereto. (iii) If UCB delivers a Contingent Payment Notice of Dispute, Purchaser and UCB shall negotiate in good faith to seek to reach agreement on the items and amounts identified in the Contingent Payment Notice of Dispute, and, if Purchaser and UCB reach an agreement in writing on all such items and amounts, the relevant Contingent Payment Statement shall be adjusted in accordance with such agreement and the adjusted Contingent Payment Statement shall be final and binding upon the parties hereto. (iv) If Purchaser and UCB do not reach agreement on the items and amounts identified in the Contingent Payment Notice of Dispute within 30 days following the delivery thereof, either Purchaser or UCB may, by written notice to the other, require that the items and amounts in dispute be referred to the Independent Expert for resolution. The Independent Expert shall be engaged as provided in Section 2.03(b), and the Independent Expert shall be instructed, pursuant to its engagement letter, (A) to resolve only those matters set forth in the Contingent Payment Notice of Dispute remaining in dispute and not to otherwise investigate any matter independently, (B) to resolve such matters in accordance with this Agreement, and (C) that, if the Independent Expert’s resolution of a disputed item or amount is not in accordance with the position of either Purchaser or UCB, the Independent Expert’s resolution shall in no event be in excess of the higher, nor less than the lower, of the amounts proposed by Purchaser and UCB. The relevant Contingent Payment Statement shall be adjusted in accordance with the agreement of the parties (to the extent applicable) and the resolution of the disputed items and amounts by the Independent Expert, and the adjusted Contingent Payment Statement shall be final and binding upon the parties hereto. The fees and expenses of the Independent Expert shall be borne equally by Purchaser and UCB.

Contingent Payment Statement. (ia) Following the expiration of each Contingent Payment Period, Purchaser shall calculate the amount Delivery of the Contingent Payment Schedule. (i) Schedule 2.1(a) sets forth a complete and correct list, as of the Base Date, of the information set forth in respect Exhibit 2.1 hereto (such Schedule 1.8(c) and all of the information set forth therein, as prepared as of any specified date pursuant to the terms of this Agreement, the “Contingent Payment Schedule”). (ii) At least five (5) Business Days prior to the scheduled Closing Date, Seller shall, at Seller’s expense, prepare, or cause to be prepared, in good faith and deliver to Buyers an estimated Contingent Payment Schedule prepared as of the date on which the Closing Revenue Run-Rate was calculated in accordance with the provisions of this Agreement (including the defined terms herein). Seller and the Company shall give, and shall cause their respective advisers to give, Buyers and their respective advisers reasonable access to such books, records and personnel of the Company (including the work papers of the Company and its accountants relating to the preparation of such estimated Contingent Payment Schedule) as may be necessary to enable Buyers and their respective advisers to assess such Contingent Payment Period, and Purchaser shall, within 60 Schedule prior to the Closing. (iii) As promptly as practicable but no later than forty-five (45) days following such expiration, provide to UCB a statement giving notice after the end of Purchaser’s calculation each quarterly anniversary of the date on which the Closing Revenue Run-Rate was calculated, Buyers will, at Buyer’s expense, prepare in good faith and deliver, or cause to be prepared and delivered, to Seller an updated Contingent Payment Schedule prepared as of the last Business Day of each such quarter (each, a the last such Contingent Payment Schedule prepared as of the Measurement Date is referred to as the “Contingent Payment Statement”). (b) Seller shall have sixty (60) days from the date on which the Contingent Payment Statement is delivered to assess such Contingent Payment Statement (the “CP Review Period”). Seller and its accountants, representatives and advisers shall be provided with reasonable access to the work papers of the Company and its Subsidiaries and their respective accountants, representatives and advisers relating to the preparation of the Contingent Payment Statement in connection with such review. If Seller believes that the Contingent Payment Statement was not prepared in accordance with this Agreement, Seller may, on or prior to the last day of the CP Review Period, deliver a notice to Buyers setting forth, in reasonable detail, each disputed item or amount and the basis for Seller’s disagreement therewith, together with supporting calculations (the “CP Dispute Notice”). Following delivery of a CP Dispute Notice to Buyers, Buyers and their accountants, representatives and advisers shall be provided with reasonable supporting detail for access to the work papers of Seller and its accountants, representatives and advisers relating to the preparation of the Contingent Payment Statement as set forth in such calculationCP Dispute Notice. If no CP Dispute Notice is received by Buyers on or prior to the last day of the CP Review Period, the Contingent Payment Statement as prepared by Buyers shall be deemed accepted by Seller and shall be final and binding on Seller and Buyers. If a CP Dispute Notice is received by Buyers on or prior to the last day of the CP Review Period, Seller and Buyers shall, during the thirty (30)-day period following the date of such notice (the “CP Resolution Period”), attempt to resolve their differences in good faith, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (iic) Following If, at the delivery conclusion of a the CP Resolution Period, there are amounts remaining in dispute with respect to the Contingent Payment Statement as to UCBwhich a valid CP Dispute Notice has been delivered to Buyers, Purchaser Buyers and Seller shall jointly retain such internationally-recognized independent accounting firm or such other qualified firm as Buyers and Seller may mutually agree (the “CP Accountant”) to resolve any remaining issues set forth in the CP Dispute Notice. The CP Accountant shall conduct its review of such issues, any related work papers of the parties’ accountants and any supporting documentation and hear such presentations by the parties as the CP Accountant deems necessary. (d) Buyers and Seller shall use their respective reasonable best efforts to agree upon and retain the CP Accountant as promptly make available as practicable following the end of the CP Resolution Period and to UCB such further information cooperate with one another and access the CP Accountant to Purchaserresolve the issues set forth in the CP Dispute Notice no later than forty-five (45) days following the date of the CP Accountant’s personnelretention so that the CP Accountant may deliver to Seller and Buyers a report (the “CP Adjustment Report”) setting forth the adjustments, in each case as may if any, that should be reasonably requested by UCB made to verify the Contingent Payment Statement. Unless within 30 days after delivery The fees, expenses and costs of such Contingent Payment Statement to UCB, UCB notifies Purchaser the CP Accountant for the services described herein shall be allocated between Seller and Buyers in writing the same proportion that the aggregate amount of any dispute relating the items unsuccessfully disputed by each (as finally determined by the CP Accountant) bears to the calculation total amount of the Contingent Payment as disputed items. Buyers, on the one hand, and Seller, on the other hand, shall each promptly reimburse the other to the extent the other paid more than the amount so required pursuant to the preceding sentence. The CP Adjustment Report shall be final and binding upon Buyers and Seller, and shall be deemed a final arbitration award that is enforceable in any court having jurisdiction. (e) Effective upon (i) the end of the CP Review Period (if a timely CP Dispute Notice is not delivered), (ii) the resolution of all matters set forth in the Contingent Payment Statement, specifying each item in CP Dispute Notice by agreement of the calculation that UCB disputes and parties (if a timely CP Dispute Notice is delivered) or (iii) the amount in dispute with respect to each item issuance of the CP Adjustment Report (the “Contingent Payment Notice of DisputeCP Resolution Date”), the Contingent Payment Statement delivered by Purchaser shall be adjusted if and to the extent necessary to reflect the final resolution of any disputed items and shall be final and binding upon the parties heretoon Buyers, Seller Parent and Seller. (iiif) If UCB delivers a Contingent Payment Notice Promptly and, in any event, no later than three (3) Business Days following the CP Resolution Date, Buyer shall pay to Seller by Wire Transfer the amount, if any, of Dispute, Purchaser and UCB shall negotiate in good faith to seek to reach agreement on the items and amounts identified in the Contingent Payment Notice of Dispute, and, if Purchaser and UCB reach an agreement in writing on all such items and amounts, as determined under Section 2.2 based upon the relevant Contingent Payment Statement shall be adjusted in accordance with such agreement and the adjusted Contingent Payment Statement shall be final and binding upon the parties hereto. (iv) If Purchaser and UCB do not reach agreement on the items and amounts identified in the Contingent Payment Notice of Dispute within 30 days Statement, plus interest thereon at LIBOR plus one percent (1%) per annum calculated from the Business Day following the delivery thereof, either Purchaser or UCB may, by written notice to required payment date under this subsection (f) through the other, require that the items and amounts in dispute be referred to the Independent Expert for resolution. The Independent Expert shall be engaged as provided in Section 2.03(b), and the Independent Expert shall be instructed, pursuant to its engagement letter, (A) to resolve only those matters set forth in the Contingent Payment Notice of Dispute remaining in dispute and not to otherwise investigate any matter independently, (B) to resolve such matters in accordance with this Agreement, and (C) that, if the Independent Expert’s resolution of a disputed item or amount is not in accordance with the position of either Purchaser or UCB, the Independent Expert’s resolution shall in no event be in excess of the higher, nor less than the lower, of the amounts proposed by Purchaser and UCB. The relevant Contingent Payment Statement shall be adjusted in accordance with the agreement of the parties (to the extent applicable) and the resolution of the disputed items and amounts by the Independent Expert, and the adjusted Contingent Payment Statement shall be final and binding upon the parties hereto. The fees and expenses of the Independent Expert shall be borne equally by Purchaser and UCBactual payment date.