Common use of Certain Payments or Instruments Received from Third Parties Clause in Contracts

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or any Designated Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement or relates primarily to any business or business segment of the Sellers other than the Business, the Purchaser shall, and shall cause the Designated Purchasers to promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or any of the Designated Purchasers according to the terms of this Agreement or relates primarily to the Business, the Main Sellers shall, and shall cause the Other Sellers to promptly deliver such amount or instrument to the Purchaser or the relevant Designated Purchasers. All amounts due and payable under this Section 5.13 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 2 contracts

Samples: Asset Sale Agreement (Nortel Networks Corp), Asset Sale Agreement

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Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or Buyer and/or any Designated Purchaser Buyer receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Purchased Business, the Purchaser Buyer shall, and shall cause the Designated Purchasers to Buyers to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of the Purchaser or Buyer, any of the Designated Purchasers Buyers according to the terms of this Agreement any Transaction Document or relates primarily to the Purchased Business, the Main Sellers shall, and shall cause the Other Sellers to their Affiliates to, promptly deliver such amount or instrument to the Purchaser Buyer or the relevant Designated PurchasersBuyer, as applicable. All amounts due and payable under this Section 5.13 7.09 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Appears in 2 contracts

Samples: Asset Purchase Agreement (James River Coal CO), Asset Purchase Agreement (James River Coal CO)

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or and/or any Designated Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Business, the Purchaser shall, and shall cause the Designated Purchasers to to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or Purchaser, any of the Designated Purchasers according to the terms of this Agreement any Transaction Document or relates primarily to the Business, the Main Sellers shall, and shall cause the Other other Sellers to to, promptly deliver such amount or instrument to the Purchaser or the relevant Designated PurchasersPurchaser, as applicable. All amounts due and payable under this Section 5.13 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 1 contract

Samples: Asset Sale Agreement (Nortel Networks Corp)

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or and/or any Designated Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Acquired Business, the Purchaser shall, and shall cause the Designated Purchasers to to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or any of the Designated Purchasers according to the terms of this Agreement any Transaction Document or relates primarily to the Acquired Business, the Main Sellers shall, and shall cause the Other other Sellers to promptly deliver such amount or instrument to the Purchaser or the relevant Designated PurchasersPurchaser, as applicable. All amounts due and payable under this Section 5.13 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 1 contract

Samples: Asset Sale Agreement (Nortel Networks Corp)

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or and/or any Designated Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Business, the Purchaser shall, and shall cause the Designated Purchasers to to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or Purchaser, any of the Designated Purchasers according to the terms of this Agreement any Transaction Document or relates primarily to the Business, the relevant Main Sellers shall, and shall cause the Other other Sellers (to the extent such Sellers are their Subsidiaries) to, promptly deliver such amount or instrument to the Purchaser or the relevant Designated PurchasersPurchaser, as applicable. All amounts due and payable under this Section 5.13 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 1 contract

Samples: Asset Sale Agreement (Nortel Networks LTD)

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or and/or any Designated Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Business, the Purchaser shall, and shall cause the Designated Purchasers to to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or Purchaser, any of the Designated Purchasers according to the terms of this Agreement any Transaction Document or relates primarily to the Business, the relevant Main Sellers shall, and shall cause the Other other Sellers to to, promptly deliver such amount or instrument to the Purchaser or the relevant Designated PurchasersPurchaser, as applicable. All amounts due and payable under this Section 5.13 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 1 contract

Samples: Asset Sale Agreement (Nortel Networks LTD)

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Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser, any Designated Purchaser or any Designated Purchaser Company receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement or relates primarily to any business or business segment of the Sellers other than the BusinessTransaction Document, the Purchaser shall, and shall cause the Designated Purchasers to and the Companies to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or Purchaser, any of the Designated Purchasers or the Companies according to the terms of this Agreement or relates primarily to the Businessany Transaction Document, the Main Sellers shall, and shall cause the Other other Sellers to promptly deliver such amount or instrument to the Purchaser or the relevant Designated PurchasersPurchaser or Company, as applicable. All amounts due and payable under this Section 5.13 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 1 contract

Samples: Asset and Share Sale Agreement (Nortel Networks LTD)

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or and/or any Designated Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Acquired Business, the Purchaser shall, and shall cause the Designated Purchasers to to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or any of the Designated Purchasers according to the terms of this Agreement any Transaction Document or relates primarily to the Acquired Business, the Main Sellers shall, and shall cause the Other other Sellers to promptly deliver such amount or instrument to the Purchaser or the relevant Designated PurchasersPurchaser, as applicable. All amounts due and payable under this Section 5.13 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 1 contract

Samples: Asset Sale Agreement (Nortel Networks Corp)

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser or and/or any Designated Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of this Agreement any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Business, the Purchaser shall, and shall cause the Designated Purchasers to promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers receives any payment that is for the account of the Purchaser or Purchaser, any of the Designated Purchasers according to the terms of this Agreement any Transaction Document or relates primarily to the Business, the Main Sellers shall, and shall cause the Other other Sellers to promptly deliver such amount or instrument to the Purchaser or the relevant Designated PurchasersPurchaser, as applicable. All amounts due and payable under this Section 5.13 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

Appears in 1 contract

Samples: Asset Sale Agreement (Nortel Networks Corp)

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