Common use of Payment of Amounts Clause in Contracts

Payment of Amounts. if any, to Holders. Parent will duly and punctually pay or cause to be paid the amounts, if any, owed with respect to the CVRs in accordance with the terms of the CVRs and this CVR Agreement. Such amounts shall be considered paid on or prior to the applicable Payment Date if on such date, the Trustee or the Paying Agent holds in accordance with this CVR Agreement money sufficient to pay all such amounts then due. Each of the Surviving Entity, Parent (or any of its Affiliates), the Trustee and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this CVR Agreement or the Merger Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under the Code, the rules or regulations promulgated thereunder, any provision of applicable state, local or foreign Tax Law or any other Law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for purposes of this CVR Agreement and the Merger Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The consent of the Holders shall not be required for any such withholding.

Payment of Amounts. if any, to Holders. Parent The Company will duly and punctually pay or cause to be paid the amountsamounts due, if any, owed with respect to on the CVRs Securities in accordance with the terms of the CVRs and this CVR Agreement. Such amounts shall be considered paid on or prior to the applicable Milestone Payment Date if on or prior to such datedate the Company makes, or causes to be made, the payment required pursuant to Section 3.1(c) of this CVR Agreement. Notwithstanding any other provision of this CVR Agreement, the Company or any of its Affiliates, the Trustee or the Paying Agent holds in accordance with this CVR Agreement money sufficient to pay all such amounts then due. Each of the Surviving EntityAgent, Parent (or any of its Affiliates), the Trustee and the Paying Agent shall be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from any amounts payable or otherwise payable deliverable pursuant to this CVR Agreement or the Merger Agreement to any Person, such amount amounts as it is are required to deduct be deducted and withhold with respect to the making of such payment withheld therefrom under the Code, the rules or regulations promulgated thereunder, any provision of applicable state, local or foreign Tax Law or any other Law. To the extent that amounts are so deducted and withheld by the Company or withheldany of its Affiliates, the Trustee or the Paying Agent, such deducted or withheld amounts shall be (a) paid over to the applicable Governmental Entity in accordance with applicable Law and (b) treated for all purposes of this CVR Agreement and the Merger Agreement as having been paid to the Person in respect of which such deduction and withholding was mademade by the Company or any of its Affiliates, the Trustee or the Paying Agent, as the case may be. The consent of the Holders Holder shall not be required for any such withholding.