Contractual Overpayments Sample Clauses

Contractual Overpayments. If at any time in the one-year period following the Effective Time, the Buyer or any of its Affiliates receives a refund amount or a reduction in an amount payable from a vendor that relates to a contractual overpayment under any of the Assigned Contracts, Store Leases or Ground Leases by the Sellers or their Affiliates prior to the Effective Time, the Buyer shall promptly pay to New Diamond an amount equal to the amount of such refund or reduction.
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Contractual Overpayments. If, at any time in the two-year period following the Closing, Purchaser or any of its Affiliates receives a refund amount or a reduction in an amount payable from a vendor that relates to a contractual overpayment under any of the Assigned Contracts by Seller or its Affiliates prior to the Closing, Purchaser shall promptly pay to Seller an amount equal to the amount of such refund or reduction.
Contractual Overpayments. If at any time in the eighteen (18) month period following the Closing Date, the Purchaser or any of its affiliates receives a refund amount or a reduction in an amount payable from a vendor that relates to a contractual overpayment under any of the Assigned Contracts, the Split Contracts or the Southern Site Leases by the Sellers in the period prior to the Closing Date, the Purchaser shall turn over such refunded amount or an amount equal to the reduction, as the case may be, to the Parent.
Contractual Overpayments. If at any time in the one-year period following the Effective Time, the Buyers or any of their Affiliates receive a refund amount or a reduction in an amount payable from a vendor that relates to a contractual overpayment under any of the Assigned Contracts or Assigned Facility Leases actually paid by the Selling Parties or their respective Affiliates prior to the Effective Time, the Buyers shall promptly pay to BioScrip an amount equal to the amount of such refund or reduction, provided, that, if any such amount is credited against amounts payable to such vendor by the applicable Buyer, the Buyers shall “make whole” the Selling Parties or their respective Affiliates by promptly paying such make whole amount to BioScrip.
Contractual Overpayments. If at any time in the eighteen (18) month period following the Closing Date, the Purchaser or any of its affiliates receives a refund amount or a reduction in an amount payable from a vendor that relates to a contractual overpayment made by any TDI Company or TDI Subsidiary in the period prior to the Closing Date, the Purchaser shall use reasonable best efforts to turn over an amount equal to fifty percent of such refunded amount or an amount equal to the reduction, as the case may be, to the Parent. The Parent and the Purchaser shall (and the Purchaser shall cause the TDI Companies and TDI Subsidiaries to) cooperate in good faith to identify and obtain a refund of any such overpayment.
Contractual Overpayments. For a period of one (1) year period following the Closing Date, if Purchaser or any of its affiliates receives a refund amount or a reduction in an amount payable from a vendor that relates to a contractual overpayment with respect to any of the Assumed Liabilities and/or Acquired Contracts prior to the Closing Date, Purchaser shall promptly pay to Seller any refund or reduction within thirty (30) days of Purchaser’s receipt of such contractual overpayments.
Contractual Overpayments. 63 Section 4.16. Framework Agreement............................................63 Section 4.17. Parent PBM Agreement...........................................64 Section 4.18. Title and Survey...............................................64 Section 4.19. Environmental Inspections......................................65 Section 4.20. Prorations.....................................................66 Section 4.21. Medicare And Medicaid Provider Numbers.........................66 Section 4.22. Non-solicitation...............................................66 Section 4.23. Monthly Financial Reports......................................67 Section 4.24.
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Related to Contractual Overpayments

  • EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.

  • Contractual Obligations Without limitation, the indemnity set forth in this Section 7.6 shall extend to any liability of any Indemnitee pursuant to a loan guaranty (except a guaranty by a Limited Partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan guaranty), contractual obligation for any indebtedness or other obligation or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnification agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such indebtedness.

  • Compliance with Laws and Contractual Obligations Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees and all Contractual Obligations applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • Compliance with Contractual Obligations Such Grantor will perform and comply in all material respects with all its contractual obligations relating to the Collateral (including, without limitation, with respect to the goods or services, the sale or lease or rendition of which gave rise or will give rise to each Account).

  • Contractual Income The Custodian shall credit the applicable Series, in accordance with the Custodian’s standard operating procedure, with income and maturity proceeds on Securities on the contractual payment dates net of any taxes or upon actual receipt. To the extent the Custodian credits income on contractual payment date, the Custodian may reverse such accounting entries to the contractual payment date if the Custodian reasonably believes that such amount will not be received.

  • Mutual Obligations a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties.

  • Contractual Obligations and Similar Investments From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

  • Contractual Consents The Corporation and/or the Shareholders shall have given all notices to, and obtained all consents, approvals or authorizations of or from, any individual, corporation or other party which may be necessary to permit the consummation of the transactions contemplated hereby (including, without limitation, any consents required under the Contracts).

  • Breach of Contractual Obligation Any Loan Party or any Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe or perform any other agreement or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the counterparty to such Material Contract to terminate such Material Contract; or

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