Common use of Prepaid Amounts Clause in Contracts

Prepaid Amounts. (a) The Parties acknowledge and agree that Seller has prepaid certain fees relating to periods after the Closing to the FDA or other Governmental Entities or Persons set forth on Schedule 2.5 with respect to the Products (the “Prepaid Amounts”), which estimated aggregate amount is equal to $[*] (the “Estimated Prepaid Amounts”). Purchaser shall reimburse Seller for the Estimated Prepaid Amounts at the Closing. (b) Prior to the Closing, Seller shall prepare and deliver to Purchaser an invoice and written schedule, prepared in accordance with GAAP (the “Closing Statement”) setting forth its calculation of the final Prepaid Amounts, together with all relevant supporting documentation. If Purchaser disagrees with the calculations in the Closing Statement, Purchaser shall notify Seller of such disagreement in writing (the “Dispute Notice”) within thirty 30 days after the Closing. The Dispute Notice must set forth in reasonable detail any Prepaid Amount on the Closing Statement which Purchaser reasonably believes is inaccurate and Purchaser’s determination of such amount. Any item or amount Purchaser does not dispute within such 30-day period shall be final, binding and conclusive for all purposes hereunder. In the event a Dispute Notice is timely provided, Purchaser and Seller shall use commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations included in the Closing Statement that were disputed in the Dispute Notice. If, at the end of such period, Purchaser and Seller remain unable to resolve the dispute in its entirety, then the unresolved items and amounts thereof in dispute shall be submitted to a nationally recognized independent accounting firm, reasonably acceptable to Purchaser and Seller (the “Dispute Auditor”). The Dispute Auditor shall determine, based solely on the written presentations by ▇▇▇▇▇▇▇▇▇ and Seller, and not by independent review, only those items and amounts that remain then in dispute as set forth in the Dispute Notice. Any further submissions to the Dispute Auditor must be in writing and delivered to each party to the dispute. In rendering its decision, the Dispute Auditor shall adhere to and be bound by the provisions of this Section 2.5(b). The Dispute Auditor’s determination shall be made within 30 days after the dispute is submitted for its determination and shall be set forth in a written statement delivered to Purchaser and Seller. The Dispute Auditor shall allocate its fees and expenses between Purchaser and Seller according to the degree to which the positions of the respective parties are not accepted by the Dispute Auditor. Each of Purchaser and Seller shall, and shall cause their respective Affiliates and representatives to, cooperate in good faith with the Dispute Auditor, and shall give the Dispute Auditor access to all data and other information it reasonably requests for purposes of such resolution. In no event shall the decision of the Dispute Auditor assign a value to any item greater than the greatest value for such item claimed by either Purchaser or Seller or lesser than the smallest value for such item claimed by either Purchaser or Seller. Any determinations made by the Dispute Auditor pursuant to this Section 2.5(b) shall be final, non-appealable and binding on the parties hereto, absent manifest error or fraud.

Prepaid Amounts. (a) The Parties acknowledge and agree that Seller has prepaid certain fees relating to periods after the Closing Sellers have prepaid, or will prepay prior to the FDA Closing, amounts to Third Parties for services or other Governmental Entities or Persons set forth on Schedule 2.5 with respect to expenses under certain of the Products Acquired Contracts (the “Prepaid Amounts”), which estimated aggregate amount is equal to $will not in any event exceed [***]. Not less than [***] prior to the Closing Date, Sellers shall deliver to Purchaser a written schedule setting forth in reasonable detail Sellers’ good faith estimate of the Prepaid Amounts (such amount as reasonably agreed to by Purchaser, the “Estimated Prepaid Amounts”). Purchaser , and Sellers shall reimburse Seller for consider in good faith all reasonable comments to the Estimated Prepaid Amounts at the Closingtimely received from Purchaser. (b) Prior to Within [***] following the Closing, Seller Sellers shall prepare and deliver to Purchaser an invoice and written schedule, prepared in accordance with GAAP (the “Closing Statement”) setting forth its calculation of the final Prepaid Amounts, together with all relevant supporting documentationdocumentation sufficient to verify the accuracy of such amounts in Purchaser’s reasonable discretion. If Purchaser disagrees with the calculations in the Closing Statement, Purchaser shall notify Seller Sellers of such disagreement in writing (the “Dispute Notice”) within thirty 30 days [***] after delivery of the ClosingClosing Statement. The Dispute Notice must set forth in reasonable detail any Prepaid Amount on the Closing Statement which Purchaser reasonably believes is inaccurate and Purchaser’s determination of such amount. Any item or amount Purchaser does not dispute within such 30-day period [***] shall be final, binding and conclusive for all purposes hereunder. In the event a Dispute Notice is timely provided, Purchaser and Seller Sellers shall use commercially reasonable efforts for a period of 30 days [***] (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations included in the Closing Statement that were disputed in the Dispute Notice. If, at the end of such period, Purchaser and Seller Sellers remain unable to resolve the dispute in its entirety, then the unresolved items and amounts thereof in dispute shall be submitted to a nationally recognized independent accounting firm, reasonably acceptable to Purchaser and Seller Sellers (the “Dispute Auditor”). The Dispute Auditor shall determine, based solely on the written presentations by ▇▇▇▇▇▇▇▇▇ and SellerSellers, and not by independent review, only those items and amounts that remain then in dispute as set forth in the Dispute Notice. Any further submissions to the Dispute Auditor must be in writing and delivered to each party to the dispute. In rendering its decision, the Dispute Auditor shall adhere to and be bound by the provisions of this Section 2.5(b2.6(b). The Dispute Auditor’s determination shall be made within 30 days [***] after the dispute is submitted for its determination and shall be set forth in a written statement delivered to Purchaser and SellerSellers. The Dispute Auditor shall allocate its fees and expenses between Purchaser and Seller Sellers according to the degree to which the positions of the respective parties are not accepted by the Dispute Auditor. Each of Purchaser and Seller Sellers shall, and shall cause their respective Affiliates and representatives to, cooperate in good faith with the Dispute Auditor, and shall give the Dispute Auditor access to all data and other information it reasonably requests for purposes of such resolution. In no event shall the decision of the Dispute Auditor assign a value to any item greater than the greatest value for such item claimed by either Purchaser or Seller Sellers or lesser than the smallest value for such item claimed by either Purchaser or SellerSellers. Any determinations made by the Dispute Auditor pursuant to this Section 2.5(b2.6(b) shall be final, non-appealable and binding on the parties hereto, absent manifest error or fraud.