UPON THE ONE YEAR ANNIVERSARY OF THE PAYMENT SET FORTH IN
PARAGRAPH 4.1.2(A),
SAID FEES TO BE NON-RETURNABLE.
4.2.
ALL PAYMENTS BY ACUS TO GEHC SHALL BE BY WIRE TRANSFER OF SAME DAY
FEDERAL FUNDS TO THE FOLLOWING ACCOUNT (OR ANY ALTERNATIVE ACCOUNT WHICH GEHC
DESIGNATES TO ACUS PRIOR TO THE DUE DATE OF ANY OF THE PAYMENTS SET FORTH IN
PARAGRAPH 4.1).
Bank Name: BNP Paribas London Branch
Name on Account:
Amersham Health AS
4
SWIFT-BIC: BNPAGB22
IBAN: GS89 BNPA23463574 375010
Account No.
09678 074375 00191
4.3.
ANY PAYMENTS MADE UNDER SECTION 4 OF THIS AGREEMENT ARE INCLUSIVE
OF ANY TAX IMPOSED UPON SUCH PAYMENTS.
IN ADDITION, IN THE EVENT ANY OF THE
PAYMENTS MADE BY ACUS PURSUANT TO SECTION 4 ARE SUBJECT TO WITHHOLDING TAXES
UNDER THE LAWS OF ANY JURISDICTION, ACUS SHALL CONSULT GEHC IN ADVANCE AND TAKE
ALL REASONABLE ACTIONS, ON A TIMELY BASIS, TO REDUCE THE LEVEL OF WITHHOLDING TO
THE MINIMUM PERMITTED UNDER THE LAWS OF THE JURISDICTION HAVING REGARD TO THE
TERMS OF ANY RELEVANT DOUBLE TAX TREATY. SHOULD A WITHHOLDING TAX STILL BE DUE,
SUCH AMOUNTS PAYABLE TO GEHC SHALL BE REDUCED BY THE AMOUNT OF TAXES DEDUCTED
AND WITHHELD, AND ACUS SHALL PAY THE AMOUNTS OF SUCH TAXES TO THE PROPER
GOVERNMENTAL AUTHORITY IN A TIMELY MANNER AND PROMPTLY TRANSMIT TO GEHC AN
OFFICIAL TAX CERTIFICATE OR OTHER EVIDENCE OF SUCH TAX OBLIGATIONS TOGETHER WITH
PROOF OF PAYMENT FROM THE RELEVANT GOVERNMENTAL AUTHORITY OF ALL AMOUNTS
DEDUCTED AND WITHHELD SUFFICIENT TO ENABLE GEHC TO CLAIM SUCH PAYMENT OF TAXES.
ACUS WILL PROVIDE GEHC WITH REASONABLE ASSISTANCE TO ENABLE GEHC TO RECOVER SUCH
TAXES AS PERMITTED BY LAW.
4.4.
ALL PAYMENTS UNDER ANY PROVISION OF THIS AGREEMENT SHALL BEAR
INTEREST FROM THE DATE DUE UNTIL PAID AT A RATE EQUAL TO THE LESSER OF (I) FIVE
PERCENTAGE POINTS ABOVE THE PRIME RATE OF CITIBANK, N.A. (OR ITS SUCCESSOR) IN
NEW YORK, NEW YORK, AS ANNOUNCED ON THE DATE SUCH PAYMENT WAS DUE, OR (II) THE
HIGHEST AMOUNT ALLOWABLE BY LAW, COMPOUNDED MONTHLY.
IN ADDITION, ACUS SHALL
REIMBURSE GEHC FOR ALL REASONABLE COSTS AND EXPENSES, INCLUDING WITHOUT
LIMITATION REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES, INCURRED IN THE
COLLECTION OF LATE OR MISSED PAYMENTS.
4.5.
EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES, INCLUDING,
WITHOUT LIMITATION, ITS ATTORNEYS FEES, RELATING TO ANY ACTION TO BE TAKEN OR
HAVING BEEN TAKEN IN RESPECT TO THIS AGREEMENT.
4.6.
EACH PARTY MAKES THE FOLLOWING WARRANTIES AND REPRESENTATIONS TO
THE OTHER PARTY:
4.6.1.
EACH PARTY IS A CORPORATION DULY ORGANIZED AND
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OR COUNTRY IN
WHICH IT IS ORGANIZED AND HAS ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO
AND PERFORM THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND TO
REQUIRE ITS AFFILIATES TO ABIDE BY ITS TERMS AND CONDITIONS;
4.6.2.
ALL REQUISITE CORPORATE ACTION ON THE PART OF EACH
PARTY HAS BEEN COMPLETED FOR THE AUTHORIZATION OF THE EXECUTION AND DELIVERY OF
THIS AGREEMENT