Prohibitions on Payments. When, in any country, applicable Law prohibits both the transmittal and the deposit of payments based on a percentage of sales in such country, earn-out payments due on Net Sales will be suspended for as long as such prohibition is in effect and as soon as such prohibition ceases to be in effect, all earn-out payments that Opus would have been under an obligation to transmit or deposit but for the prohibition will forthwith be deposited or transmitted, to the extent allowable. The Parties will cooperate in good faith to overcome, to the extent reasonably possible, any prohibition described in this Section 3.12 within a reasonable period of time.
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Prohibitions on Payments. When, in any country, applicable Law prohibits both the transmittal and the deposit of payments based on a percentage of sales in such country, earn-out payments due on Net Sales will be suspended for as long as such prohibition is in effect and as soon as such prohibition ceases to be in effect, all earn-out payments that Opus would have been under an obligation to transmit or deposit but for the prohibition will forthwith be deposited or transmitted, to the extent allowable. The Parties will cooperate in good faith to overcome, to the extent reasonably possible, any prohibition described in this Section 3.12 within a reasonable period of time.. ARTICLE IV
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