Common use of Administration of Accounts; Customer Inquiries Clause in Contracts

Administration of Accounts; Customer Inquiries. (a) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to Buyer or any Affiliate thereof in connection with or arising out of the Excluded Assets, the Excluded Liabilities or any businesses that are not the Business after the Closing Date shall be held by such person in trust for the benefit of the Sellers and, promptly upon receipt by such person of any such payment or reimbursement, such person shall pay over to Xxxxxx the amount of such payment or reimbursement without right of set off. (b) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to any of the Sellers or any Affiliate thereof in connection with or arising out of the Business or Acquired Assets after the Closing Date shall be held by such person in trust for the benefit of the Buyer and, promptly upon receipt by such person of any such payment or reimbursement, such person shall pay over to Buyer the amount of such payment or reimbursement without right of set off. (c) The Sellers shall promptly forward to Buyer any mail (physical, electronic or otherwise), facsimile or telephone inquiries of actual or potential clients, customers, suppliers and vendors of or relating to the Business or the Acquired Assets, including, without limitation, customer orders. (d) Buyer shall promptly forward to Xxxxxx any mail (physical, electronic or otherwise), facsimile or telephone inquires of actual or potential clients, customers, suppliers and vendors of or relating to the Excluded Assets and any businesses that are not the Business, including, without limitation, customer orders.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hauser Inc)

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Administration of Accounts; Customer Inquiries. (a) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to Buyer Seller or any Affiliate affiliate thereof in connection with or arising out of the Excluded Assets, the Excluded Assets or Assumed Liabilities or any businesses that are not the Business after the Closing Date shall be held by such person in trust for the benefit of the Sellers Buyer and, promptly immediately upon receipt by such person of any such payment or reimbursement, such person shall pay over to Xxxxxx Buyer the amount of such payment or reimbursement without right of set off. (b) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to any of the Sellers Buyer or any Affiliate affiliate thereof in connection with or arising out of the Business Excluded Assets or Acquired Assets Excluded Liabilities after the Closing Date shall be held by such person in trust for the benefit of the Buyer Seller and, promptly immediately upon receipt by such person of any such payment or reimbursement, such person shall pay over to Buyer Seller the amount of such payment or reimbursement without right of set off. (c) The Sellers Seller shall promptly forward to Buyer any mail (physical, electronic or otherwise), facsimile or telephone inquiries of actual or potential clients, customers, suppliers and vendors of or relating to the Business or the Acquired Assets, including, without limitation, customer orders. (d) Buyer shall promptly forward to Xxxxxx any mail (physical, electronic or otherwise), facsimile or telephone inquires of actual or potential clients, customers, suppliers and vendors of or relating to the Excluded Assets and any businesses that are not the Business, including, without limitation, customer orders.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hauser Inc)

Administration of Accounts; Customer Inquiries. (a) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to Buyer BFC or any Affiliate affiliate thereof in connection with or arising out of the Excluded Assets, the Excluded Assets or Assumed Liabilities or any businesses that are not the Business after the Closing Date shall be held by such person in trust for the benefit of the Sellers Buyer and, promptly immediately upon receipt by such person of any such payment or reimbursement, such person shall pay over to Xxxxxx Buyer the amount of such payment or reimbursement without right of set off. (b) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to any of the Sellers Buyer or any Affiliate affiliate thereof in connection with or arising out of the Business Excluded Assets or Acquired Assets Excluded Liabilities after the Closing Date shall be held by such person in trust for the benefit of the Buyer BFC and, promptly immediately upon receipt by such person of any such payment or reimbursement, such person shall pay over to Buyer BFC the amount of such payment or reimbursement without right of set off. (c) The Sellers shall BFC covenants and agrees that it will, and will cause BFC Investments to, promptly forward to Buyer any mail (physical, electronic or otherwise), facsimile or telephone inquiries of actual or potential clients, customers, suppliers and vendors of or relating to the Business or the Acquired Assets, including, without limitation, customer orders. (d) Buyer shall promptly forward to Xxxxxx any mail (physical, electronic or otherwise), facsimile or telephone inquires of actual or potential clients, customers, suppliers and vendors of or relating to the Excluded Assets and any businesses that are not the Business, including, without limitation, customer orders.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eagle Family Foods Inc)

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Administration of Accounts; Customer Inquiries. (a) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to Buyer or any Affiliate thereof Sellers in connection with or arising out of the Excluded Assets, the Excluded Liabilities Business or any businesses that are not the Business Purchased Assets after the Closing Date shall be held by such person in trust for the benefit of the Sellers Buyer and, promptly upon receipt by such person of any such payment or reimbursement, such person shall pay over to Xxxxxx Buyer the amount of such payment or reimbursement without right of set off. (b) All payments and reimbursements made in the ordinary course of business by any third party in the name of or to any of the Sellers Buyer or any Affiliate affiliate thereof in connection with or arising out of the Excluded Assets, Excluded Liabilities or any businesses that are not the Business or Acquired Assets after the Closing Date shall be held by such person in trust for the benefit of the Buyer Sellers and, promptly upon receipt by such person of any such payment or reimbursement, such person shall pay over to Buyer Sellers the amount of such payment or reimbursement without right of set off. (c) The Sellers shall promptly forward to Buyer any mail (physical, electronic or otherwise), facsimile or telephone inquiries of actual or potential clients, customers, suppliers and vendors of or relating to the Business or the Acquired AssetsBusiness, including, without limitation, customer orders. (d) Buyer shall promptly forward to Xxxxxx Sellers any mail (physical, electronic or otherwise), facsimile or telephone inquires of actual or potential clients, customers, suppliers and vendors of or relating to the Excluded Assets and any businesses that are not the Business, including, without limitation, customer orders.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hauser Inc)

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