Common use of Manufacturer Payments Clause in Contracts

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller but collected by Buyer (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Seller promptly; (ii) amounts due to Buyer but collected by Seller arising out of or in connection with the operation of the Dealership on or following the Closing or as provided in this Agreement will be paid over to Buyer promptly; (iii) amounts paid by Seller but owed by Buyer as a result of Manufacturer erroneously billing Seller for items arising out of or in connection with the operation of the Dealership following Closing will be paid over to Seller promptly; and (iv) amounts paid by Buyer but owed by Seller (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer for items arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Buyer promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by Seller’s floor plan lender and the Parties do not know whether they will be paid for by Buyer’s floor plan lender or Seller’s floor plan lender, then the Parties may separately schedule those vehicles, Buyer will buy them but not pay for them, and, if such vehicles are funded by Seller’s floor plan lender, then Seller shall notify Buyer and Buyer shall promptly pay Seller’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties shall pay any amounts owing to the other within ten (10) business days.

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller but collected by Buyer (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Seller promptly; (ii) amounts due to Buyer but collected by Seller arising out of or in connection with the operation of the Dealership on or following the Closing or as provided in this Agreement will be paid over to Buyer promptly; (iii) amounts paid by Seller but owed by Buyer as a result of Manufacturer erroneously billing Seller for items arising out of or in connection with the operation of the Dealership following Closing will be paid over to Seller promptly; and (iv) amounts paid by Buyer but owed by Seller (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer for items arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Buyer promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by Seller’s floor plan lender and the Parties do not know whether they will be paid for by Buyer’s floor plan lender or Seller’s floor plan lender, then the Parties may separately schedule those vehicles, Buyer will buy them but not pay for them, and, if such vehicles are funded by Seller’s floor plan lender, then Seller shall notify Buyer and Buyer shall promptly pay Seller’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e10(f). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties Seller and Principal, jointly and severally, shall pay any amounts owing to the other Buyer within ten (10) business days.

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller Contributor but collected by Buyer NewCo (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Seller Contributor promptly; (ii) amounts due to Buyer NewCo but collected by Seller Contributor arising out of or in connection with the operation of the Dealership on or following the Closing or as provided in this Agreement will be paid over to Buyer NewCo promptly; (iii) amounts paid by Seller Contributor but owed by Buyer NewCo as a result of Manufacturer erroneously billing Seller Contributor for items arising out of or in connection with the operation of the Dealership following Closing will be paid over to Seller Contributor promptly; and (iv) amounts paid by Buyer NewCo but owed by Seller Contributor (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to SellerContributor’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer NewCo for items arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Buyer NewCo promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by SellerContributor’s floor plan lender and the Parties do not know whether they will be paid for by Buyer’s NewCo’ floor plan lender or SellerContributor’s floor plan lender, then the Parties may separately schedule those vehicles, Buyer NewCo will buy them but not pay for them, and, if such vehicles are funded by SellerContributor’s floor plan lender, then Seller Contributor shall notify Buyer NewCo and Buyer NewCo shall promptly pay SellerContributor’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e10(f). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties shall pay any amounts owing to the other within ten (10) business days.

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller but collected by Buyer (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Seller promptly; (ii) amounts due to Buyer but collected by Seller arising out of or in connection with the operation of the Dealership on or following the Closing or as provided in this Agreement will be paid over to Buyer promptly; (iii) amounts paid by Seller but owed by Buyer as a result of Manufacturer erroneously billing Seller for items arising out of or in connection with the operation of the Dealership following Closing will be paid over to Seller promptly; and (iv) amounts paid by Buyer but owed by Seller (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer for items arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Buyer promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by Seller’s floor plan lender and the Parties do not know whether they will be paid for by Buyer’s floor plan lender or Seller’s floor plan lender, then the Parties may separately schedule those vehicles, Buyer will buy them but not pay for them, and, if such vehicles are funded by Seller’s floor plan lender, then Seller shall notify Buyer and Buyer shall promptly pay Seller’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e10(f). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties shall pay any amounts owing to the other within ten (10) business days.

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller Contributors but collected by Buyer NewCos (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership Dealerships prior to Closing will be paid over to Seller Contributors promptly; (ii) amounts due to Buyer NewCos but collected by Seller Contributors arising out of or in connection with the operation of the Dealership Dealerships on or following the Closing or as provided in this Agreement will be paid over to Buyer NewCos promptly; (iii) amounts paid by Seller Contributors but owed by Buyer NewCos as a result of Manufacturer erroneously billing Seller Contributors for items arising out of or in connection with the operation of the Dealership Dealerships following Closing will be paid over to Seller Contributors promptly; and (iv) amounts paid by Buyer NewCos but owed by Seller Contributors (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s Contributors’ customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer NewCos for items arising out of or in connection with the operation of the Dealership Dealerships prior to Closing will be paid over to Buyer NewCos promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by Seller’s Contributors’ floor plan lender and the Parties do not know whether they will be paid for by Buyer’s NewCos’ floor plan lender or Seller’s Contributors’ floor plan lender, then the Parties may separately schedule those vehicles, Buyer NewCos will buy them but not pay for them, and, if such vehicles are funded by Seller’s Contributors’ floor plan lender, then Seller Contributors shall notify Buyer NewCos and Buyer NewCos shall promptly pay Seller’s Contributors’ floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e10(f). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties shall pay any amounts owing to the other within ten (10) business days.

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller but collected by Buyer (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership Dealerships prior to Closing will be paid over to Seller promptly; (ii) amounts due to Buyer but collected by Seller arising out of or in connection with the operation of the Dealership Dealerships on or following the Closing or as provided in this Agreement will be paid over to Buyer promptly; (iii) amounts paid by Seller but owed by Buyer as a result of Manufacturer erroneously billing Seller for items arising out of or in connection with the operation of the Dealership Dealerships following Closing will be paid over to Seller promptly; and (iv) amounts paid by Buyer but owed by Seller (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer for items arising out of or in connection with the operation of the Dealership Dealerships prior to Closing will be paid over to Buyer promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by Seller’s floor plan lender and the Parties do not know whether they will be paid for by Buyer’s floor plan lender or Seller’s floor plan lender, then the Parties may separately schedule those vehicles, Buyer will buy them but not pay for them, and, if such vehicles are funded by Seller’s floor plan lender, then Seller shall notify Buyer and Buyer shall promptly pay Seller’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e10(f). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties Seller and Principal, jointly and severally, shall pay any amounts owing owed to the other Buyer within ten (10) business days.

Manufacturer Payments. The Parties parties shall use their commercially reasonable efforts to ensure that (ia) amounts due to the Seller Group but collected by Buyer the Purchaser (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership Business prior to Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) will be paid over to the Seller Group promptly; (iib) amounts due to Buyer the Purchaser but collected by the Seller Group arising out of or in connection with the operation of the Dealership Business on or following the Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) (and constituting a Purchased Asset) or as provided in this Agreement will be paid over to Buyer the Purchaser promptly; (iiic) amounts paid by the Seller Group but owed by Buyer the Purchaser as a result of any Manufacturer erroneously billing the Seller Group for items arising out of or in connection with the operation of the Dealership Business following Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) will be paid over to the Seller Group promptly; and (ivd) amounts paid by Buyer the Purchaser but owed by the Seller (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) Group under this Agreement as a result of any Manufacturer or any third party erroneously billing Buyer the Purchaser for items arising out of or in connection with the operation of the Dealership Business prior to Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) will be paid over to Buyer the Purchaser promptly. This section survives Closing indefinitely. If there are vehicles in-in- transit on the Closing Date (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) (whether or not they are physically present) that have not been funded by Sellerthe Seller Group’s floor plan lender and the Parties parties do not know whether they will be paid for by Buyerthe Purchaser’s floor plan lender or Sellerthe Seller Group’s floor plan lender, then the Parties parties may separately schedule those vehicles, Buyer the Purchaser will buy them but not pay for them, and, if such vehicles are funded by Sellerthe Seller Group’s floor plan lender, then the Seller Parties shall notify Buyer the Purchaser and Buyer the Purchaser shall promptly pay Sellerthe Seller Group’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the any Manufacturer will be redistributed as contemplated by this Section 9(e). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary7.21. On a monthly basis, Buyer the Purchaser shall present the Seller Parties with a reconciliation and of the amount amounts believed to owed by Buyer the Purchaser or by the Seller Group (if any) and and, to the extent the parties agree thereupon (and in any event except if such items have been addressed in connection with Section 2.07), the owing party shall pay any amounts owing to the other party as promptly as practicable within ten (10) business daysdays following such agreement thereupon.

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller but collected by Buyer (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Seller promptly; (ii) amounts due to Buyer but collected by Seller arising out of or in connection with the operation of the Dealership on or following the Closing or as provided in this Agreement will be paid over to Buyer promptly; (iii) amounts paid by Seller but owed by Buyer as a result of Manufacturer erroneously billing Seller for items arising out of or in connection with the operation of the Dealership following Closing will be paid over to Seller promptly; and (iv) amounts paid by Buyer but owed by Seller (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer for items arising out of or in connection with the operation of the Dealership prior to Closing will be paid over to Buyer promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by Seller’s floor plan lender and the Parties do not know whether they will be paid for by Buyer’s floor plan lender or Seller’s floor plan lender, then the Parties may separately schedule those vehicles, Buyer will buy them but not pay for them, and, if such vehicles are funded by Seller’s floor plan lender, then Seller shall notify Buyer and Buyer shall promptly pay Seller’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e10(e). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties Seller shall pay any amounts owing to the other Buyer within ten (10) business days.

Manufacturer Payments. The Parties parties shall use their commercially reasonable efforts to ensure that (i) amounts due to the Seller Group but collected by Buyer the Purchaser (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership Business prior to Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) will be paid over to the Seller Group promptly; (ii) amounts due to Buyer the Purchaser but collected by the Seller Group arising out of or in connection with the operation of the Dealership Business on or following the Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) (and constituting a Purchased Asset) or as provided in this Agreement will be paid over to Buyer the Purchaser promptly; (iii) amounts paid by the Seller Group but owed by Buyer the Purchaser as a result of any Manufacturer erroneously billing the Seller Group for items arising out of or in connection with the operation of the Dealership Business following Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) will be paid over to the Seller Group promptly; and (iv) amounts paid by Buyer the Purchaser but owed by the Seller (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) Group under this Agreement as a result of any Manufacturer or any third party erroneously billing Buyer the Purchaser for items arising out of or in connection with the operation of the Dealership Business prior to Closing (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) will be paid over to Buyer the Purchaser promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing) (whether or not they are physically present) that have not been funded by Sellerthe Seller Group’s floor plan lender and the Parties parties do not know whether they will be paid for by Buyerthe Purchaser’s floor plan lender or Sellerthe Seller Group’s floor plan lender, then the Parties parties may separately schedule those vehicles, Buyer the Purchaser will buy them but not pay for them, and, if such vehicles are funded by Sellerthe Seller Group’s floor plan lender, then the Seller Parties shall notify Buyer the Purchaser and Buyer the Purchaser shall promptly pay Sellerthe Seller Group’s floor plan lender such amounts. Any other payments related to such vehicles misdirected by the any Manufacturer will be redistributed as contemplated by this Section 9(e). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary7.21. On a monthly basis, Buyer the Purchaser shall present the Seller Parties with a reconciliation and of the amount amounts believed to owed by Buyer the Purchaser or by the Seller Group (if any) and and, to the extent the parties agree thereupon (and in any event except if such items have been addressed in connection with Section 2.07), the owing party shall pay any amounts owing to the other party as promptly as practicable within ten (10) business daysdays following such agreement thereupon.

Manufacturer Payments. The Parties shall use their commercially reasonable efforts to ensure that (i) amounts due to Seller Sellers but collected by Buyer (e.g., Manufacturer receivables, Manufacturer credits relating to items such as warranty claims or other claims, credit card payments, etc.) arising out of or in connection with the operation of the Dealership Dealerships prior to Closing will be paid over to Seller Sellers promptly; (ii) amounts due to Buyer but collected by Seller Sellers arising out of or in connection with the operation of the Dealership Dealerships on or following the Closing or as provided in this Agreement will be paid over to Buyer promptly; (iii) amounts paid by Seller Sellers but owed by Buyer as a result of Manufacturer erroneously billing Seller Sellers for items arising out of or in connection with the operation of the Dealership Dealerships following Closing will be paid over to Seller Sellers promptly; and (iv) amounts paid by Buyer but owed by Seller Sellers (e.g., any finance contract chargebacks, insurance (e.g. credit life, accident and health, extended warranty, etc.) chargebacks, or repossessions and all rebates to Seller’s Sellers’ customers of premiums for credit life insurance, credit accident and health insurance, mechanical insurance coverage and GAP insurance) as a result of Manufacturer or any third party erroneously billing Buyer for items arising out of or in connection with the operation of the Dealership Dealerships prior to Closing will be paid over to Buyer promptly. This section survives Closing indefinitely. If there are vehicles in-transit on the Closing Date (whether or not they are physically present) that have not been funded by Seller’s Sellers’ floor plan lender and the Parties do not know whether they will be paid for by Buyer’s floor plan lender or Seller’s Sellers’ floor plan lender, then the Parties may separately schedule those vehicles, Buyer will buy them but not pay for them, and, if such vehicles are funded by Seller’s Sellers’ floor plan lender, then Seller Sellers shall notify Buyer and Buyer shall promptly pay Seller’s Sellers’ floor plan lender such amounts. Any other payments related to such vehicles misdirected by the Manufacturer will be redistributed as contemplated by this Section 9(e12(b). Buyer with any needed cooperation of Seller shall undertake all accounting, bookkeeping and reconciliation as necessary under this section and shall make all payments as necessary. On a monthly basis, Buyer shall present Seller with a reconciliation and the amount owed by Buyer or by Seller (if any) and the parties shall pay any amounts owing to the other within ten (10) business days.