Common use of Customer Billing Clause in Contracts

Customer Billing. In the event that Seller or any of its Affiliates receives payment after the Closing Date on invoices relating to the Product Business operated by the Purchaser or sales of products or services rendered by Purchaser on or after the Closing, Seller will promptly notify Purchaser of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Purchaser without depositing such payment in an account of Seller, or such Affiliate, unless in error, and Seller, or such Affiliate, shall not be entitled to offset such payment against any payments due Seller from Purchaser. In the event Seller receives an invoice or request for payment relating to the operation of the Product Business on or after the Closing Date, or with respect to any Assumed Liability, Seller will promptly notify Purchaser of such request or invoice and forward the invoice and all other appropriate information to Purchaser for payment. In the event Purchaser or any of its Affiliates receive payment after the Closing Date on invoices issued by Seller relating to an Excluded Asset (such as Seller’s accounts receivable as of the Closing Date) or relating to product sold or services rendered by businesses other than the Product Business or the Purchased Assets, Purchaser will promptly notify Seller of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Seller without depositing such payment in an account of Purchaser, or such Affiliate, unless in error, and Purchaser, or such Affiliate, shall not be entitled to offset such payment against any payments due Purchaser from Seller.

Customer Billing. In the event that any Seller or any of its Affiliates receives payment after the Closing Date on invoices relating to the Product Business business operated by the Purchaser ADC Foreign Subsidiaries or sales of products or services rendered by Purchaser Buyers on or after the ClosingClosing Date, such Seller will promptly notify Purchaser Buyers of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Purchaser without depositing such payment in an account of Seller, or such Affiliate, unless in error, and Seller, or such Affiliate, shall not be entitled to offset such payment against any payments due Seller from PurchaserBuyers. In the event that any Seller receives an invoice or request for any of its Affiliates makes payment after the Closing Date on invoices relating to the operation of the Product BCD Business on or after the Closing Date, or with respect to any Assumed Liability, such Seller will promptly notify Purchaser Buyers of such request payment (or invoice Buyers will notify Sellers of such payment) and forward Buyers will promptly remit an amount equal to such payment to the invoice and all other appropriate information to Purchaser for paymentSeller. In the event Purchaser that Buyers or any of its their Affiliates receive payment after the Closing Date on invoices issued by any Seller relating to an Excluded Asset (such as Seller’s 's accounts receivable as of the Closing Date) or relating to product sold or services rendered by businesses other than the Product Business or the Purchased AssetsBCD Business, Purchaser Buyers will promptly notify the appropriate Seller of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Seller without depositing such payment in an account of Purchaser, or such Affiliate, unless in error, and Purchaser, or such Affiliate, shall not be entitled to offset such payment against any payments due Purchaser from the appropriate Seller.

Customer Billing. In the event that Seller or any of its Affiliates receives payment after the Closing Date on invoices relating to the Product Business operated by the Purchaser or sales of products or services rendered by Purchaser on or after the Closing, Seller will promptly notify Purchaser of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Purchaser without depositing such payment in an account of Seller, or such Affiliate, unless in errorPurchaser, and Seller, or such Affiliate, shall not be entitled to offset such payment against any payments due Seller from Purchaser. In the event Seller receives an invoice or request for payment relating to the operation of the Product Business on or after the Closing Date, or with respect to any Assumed Liability, Seller will promptly notify Purchaser of such request or invoice and forward the invoice and all other appropriate information to Purchaser for payment. In the event Purchaser or any of its Affiliates receive payment after the Closing Date on invoices issued by Seller relating to an Excluded Asset (such as Seller’s accounts receivable as of the Closing Date) or relating to product sold or services rendered by businesses other than the Product Business or the Purchased Assets, Purchaser will promptly notify Seller of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Seller without depositing such payment in an account of Purchaser, or such Affiliate, unless in error, and Purchaser, or such Affiliate, shall not be entitled to offset such payment against any payments due Purchaser from Seller.

Customer Billing. In the event that any Seller or any of its Sellers’ Affiliates receives payment after the Closing Date (i) payment with respect to any Accounts Receivable, or (ii) payment on invoices relating to the Product Business operated by the Purchaser or sales of products or services rendered by Purchaser on Buyer, the ADC Software Group or after the ClosingBilling Software Business, each such Seller will promptly notify Purchaser Buyer of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Purchaser without depositing such payment in an account of Seller, or such Affiliate, unless in error, and Seller, or such Affiliate, shall not be entitled to offset such payment against any payments due Seller from PurchaserBuyer. In the event that any Seller receives an invoice or request for any of Sellers’ Affiliates makes payment after the Closing Date on invoices relating to the operation of the Product Billing Software Business on or after the Closing Date, or with respect to any Assumed Liability, such Seller or such Affiliate will promptly notify Purchaser Buyer of such request payment (or invoice Buyer will notify Sellers of such payment) and forward Buyer will promptly remit an amount equal to such payment to the invoice appropriate Seller or Affiliate, and all other appropriate information each Seller and Sellers’ Affiliates agree and acknowledge that neither it nor they shall be entitled to Purchaser any tax deduction for any such payment. In the event Purchaser that Buyer or any of its Affiliates (including the ADC Software Group and the Guernsey Newcos) receive payment after the Closing Date on invoices issued by any Seller or any of Sellers’ Affiliates relating to an Excluded Asset (such as Seller’s accounts receivable as of the Closing Date) or relating to a product sold or services rendered by businesses other than the Product Business or the Purchased AssetsBilling Software Business, Purchaser Buyer will promptly notify the appropriate Seller of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to the appropriate Seller without depositing such payment in an account (net of Purchaser, or such Affiliate, unless in error, and Purchaser, or such Affiliate, shall not be entitled to offset such payment against any payments due Purchaser from Sellerall Taxes with respect thereto).

Customer Billing. In the event that Seller or any of its Affiliates receives payment after the Closing Date on invoices relating to the Product Business operated by the Purchaser Buyer or sales of products or services rendered by Purchaser Buyer on or after the ClosingEffective Time, Seller will promptly notify Purchaser Buyer of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Purchaser Buyer without depositing such payment in an account of Seller, or such Affiliate, unless in error, and Seller, or such Affiliate, shall not be entitled to offset such payment against any payments due Seller from PurchaserBuyer. In the event Seller receives an invoice or request for payment relating to the operation of the Product Business on or after the Closing DateEffective Time, or with respect to any Assumed Liability, Seller will promptly notify Purchaser Buyer of such request or invoice and forward the invoice and all other appropriate information to Purchaser Buyer for payment. In the event Purchaser Buyer or any of its Affiliates receive payment after the Closing Date Effective Time on invoices issued by Seller relating to an Excluded Asset (such as Seller’s accounts receivable as of the Closing DateEffective Time) or relating to product sold or services rendered by businesses other than the Product Business or the Purchased Assets, Purchaser Buyer will promptly notify Seller of such receipt and will promptly remit, or will cause such Affiliate to promptly remit, such payment to Seller without depositing such payment in an account of PurchaserBuyer, or such Affiliate, unless in error, and PurchaserBuyer, or such Affiliate, shall not be entitled to offset such payment against any payments due Purchaser Buyer from Seller.