Misdirected Funds. Each party will remit to the other any misdirected funds such other party that it collects, without set-off for charges for Services.
Misdirected Funds. Buyer shall on and after the Closing, execute and deliver any documents and perform any acts as reasonably requested by Seller to minimize the occurrence of Misdirected Funds, including but not limited to notices to third parties. Any Misdirected Funds shall be received in trust for the benefit of Seller, and shall be promptly delivered to Seller in the exact form received (except for endorsement of instruments in favor of Seller as directed by Seller).
Misdirected Funds. Following the Closing Date, any payments for services provided by or on behalf of Purchaser Sub or any of its subsidiaries made to the Company or any of its subsidiaries shall be collected and recorded by the Company or such subsidiary of the Company and held on behalf of Purchaser Sub and its subsidiaries, and the Company shall forward or cause to be forwarded to Purchaser Sub or its designee all such payments collected on behalf of Purchaser Sub or its subsidiaries within five (5) Business Days of the Company’s knowledge of receipt thereof. If so requested by Purchaser Sub, Parent shall cause such funds received on behalf of Purchaser Sub or its subsidiaries to be deposited within five (5) Business Days of the Company’s knowledge of receipt thereof into a lock-box account designated by Purchaser Sub and under the sole and exclusive control of Purchaser Sub in accordance with the terms of a customary lock-box agreement with a third-party depository as reasonably acceptable to Purchaser Sub and the Company. If, after the Closing Date, the Company shall receive any remittance from any account debtors with respect to any notes or accounts receivable exclusively relating to the Purchased Assets that have been conveyed to Parent or Purchaser Sub at the time of such receipt (including payment from Medicare and Medicaid programs), the Company, as soon as reasonably practicable, shall endorse such remittance to the order of Parent and forward it to Parent promptly following receipt thereof. If, after the Closing Date, Parent or Purchaser Sub shall receive any remittance from or on behalf of any account debtor with respect to any notes or accounts receivable, which such receivable constitutes an Excluded Asset, Parent or Purchaser Sub shall, as soon as reasonably practicable, endorse such remittance to the order of the Company and forward it to the Company promptly following receipt thereof.
Misdirected Funds. If, after the Closing Date, the Company shall receive any remittance from any account debtors with respect to any notes or accounts receivable exclusively relating to the Purchased Assets that have been conveyed to Parent or Purchaser Sub at the time of such receipt (including payment from Medicare and Medicaid programs), the Company, as soon as reasonably practicable, shall endorse such remittance to the order of Parent and forward it to Parent promptly following receipt thereof. If, after the Closing Date, Parent or Purchaser Sub shall receive any remittance from or on behalf of any account debtor with respect to any notes or accounts receivable, which such receivable constitutes an Excluded Asset, Parent or Purchaser Sub shall, as soon as reasonably practicable, endorse such remittance to the order of the Company and forward it to the Company promptly following receipt thereof.
Misdirected Funds. If, after the Closing, the Seller shall receive any payment on account of the Receivables or other of the Subject Assets, it shall hold such funds in trust for the Buyer and shall promptly endorse over and remit such payments promptly to the Buyer.
Misdirected Funds. If, after Closing (a) any cash or funds relating to the Business is received by Seller or its Affiliates (other than the Target Group) and such cash or funds is properly and reasonably for the account of Buyer or any of its Affiliates (including the Target Group), then Seller shall promptly pay (or cause its Affiliate to pay) such cash or funds to Buyer or any of its relevant Affiliates, (b) any cash or funds relating to the Business is paid by Seller or its Affiliates (other than the Target Group) and such cash or funds should properly and reasonably have been paid by Buyer or any of its Affiliates (including the Target Group), then Buyer shall promptly pay (or cause its Affiliate to pay) such cash or funds to Seller, (c) any cash or funds relating to Seller’s and its Affiliates’ business (other than the Target Group) is received by Buyer or its Affiliates (including the Target Group) and such cash or funds is properly and reasonably for the account of Seller or any of its Affiliates, then Buyer shall promptly pay (or cause its Affiliate to pay) such cash or funds to Seller or any of its relevant Affiliates, or (d) any cash or funds relating to Seller’s or its Affiliates’ business (other than the Target Group) is paid by Buyer or its Affiliates (including the Target Group) and such cash or funds should properly and reasonably have been paid by Seller or any of its Affiliates, then Seller shall promptly pay (or cause its Affiliate to pay) such cash or funds to Buyer.
Misdirected Funds. Each party shall on and after the Closing, ----------------- execute and deliver any documents and perform any acts as reasonably requested by the other to minimize the occurrence of Misdirected Funds, including but not limited to notices to account debtors and other third parties. Any Misdirected Funds shall be received in trust for the benefit of the party entitled to the same, and shall be promptly delivered to such party in the exact form received (except for endorsement of instruments in favor of such party). As of the Closing Date, Seller hereby authorizes Buyer to open any and all mail addressed to Seller and delivered to the Facilities or otherwise delivered to Buyer on or after the Closing Date. Seller hereby appoints Buyer its attorney-in-fact to endorse, cash and deposit any monies, checks or negotiable instruments received by Buyer after the Closing Date with respect to any accounts receivable transferred by Seller to Buyer as an Asset in connection with this Agreement and made payable or endorsed to Seller or its order, for Buyer's own account.
Misdirected Funds. Unless otherwise agreed,
(a) any cash or funds received by Nestle or any of the Nestle Group companies subsequent to the Effective Date (or subsequent to the effective date of an asset transfer referred to in Section 2.2) relating to the business of the Alcon Group shall be refunded to Alcon, or to any Alcon Group company as directed by Alcon, within 10 Business Days of receipt of such cash or funds;
(b) any cash or funds paid by the Nestle Group subsequent to the Effective Date (or subsequent to the effective date of an asset transfer referred to in Section 2.2) relating to the business of the Alcon Group shall be refunded to Nestle, or to any Nestle Group company as directed by Nestle, within 10 Business Days of delivery of an invoice and the underlying documentation explaining the nature of such refund to Alcon in respect of such payment;
(c) any cash or funds received by Alcon or any of the Alcon Group companies subsequent to the Effective Date (or subsequent to the effective date of an asset transfer referred to in Section 2.2) relating to the businesses or assets of the Nestle Group shall be refunded to Nestle, or to any other of the Nestle Group companies as directed by Nestle, within 10 Business Days of receipt of such cash or funds;
(d) any cash or funds paid by the Alcon Group subsequent to the Effective Date (or subsequent to the effective date of an asset transfer referred to in Section 2.2) relating to the businesses or assets of the Nestle Group shall be refunded to Alcon, or to any of the Alcon Group companies as directed by Alcon, within 10 Business Days of delivery of an invoice and the underlying documentation explaining the nature of such refund to Nestle in respect of such payment. All payments shall be made without any deduction, any set-off or counterclaim in immediately available, freely transferable, cleared funds by wire transfer to an account designated by the person entitled to receive such payment pursuant to this Section 6.7.
Misdirected Funds. If, following the HFC Closing, any member of the HEP Group (including any entity acquired by the HEP Group in connection with the HEP Xxxxxxxx Agreement, such entity a “Xxxxxxxx Midstream Entity”) receives or collects any funds relating to (i) the Downstream Business (as defined in the HFC Xxxxxxxx Agreement) or (ii) any asset of any Xxxxxxxx Downstream Entity (as defined below), then HEP shall, or shall cause its applicable Affiliates to, promptly remit such funds to HFC. If, following the HFC Closing, any member of the HFC Group (including any entity acquired by the HFC Group in connection with the HFC Xxxxxxxx Agreement but excluding any Xxxxxxxx Midstream Entity, such entity a “Xxxxxxxx Downstream Entity”) receives or collects any funds relating to (y) the Midstream Business (as defined in the HFC Xxxxxxxx Agreement) or (z) any asset of any Xxxxxxxx Midstream Entity, then HFC shall, or shall cause its applicable Affiliates to, promptly remit such funds to HEP.
Misdirected Funds. Unless otherwise provided for in this Agreement or the Quota Share Retrocession Agreement or the Canadian Quota Share Retrocession Agreement:
(1) Any cash or funds received by any member of the AXA Group subsequent to the First Closing Date relating to the businesses or assets of any member of the PARIS RE Group shall be refunded to PARIS RE, or as directed by PARIS RE, within 10 Business Days of receipt of such cash or funds.
(2) Any cash or funds paid by any member of the AXA Group subsequent to the First Closing Date relating to the businesses or assets of any member of the PARIS RE Group shall be refunded to, or as directed by, AXA RE, within 10 Business Days of delivery of an invoice and the underlying documentation explaining the nature of such refund to PARIS RE in respect of such payment.
(3) Any cash or funds received by any member of the PARIS RE Group subsequent to the First Closing Date relating to the businesses or assets of any member of the AXA Group shall be refunded to, or as directed by, AXA RE, within 10 Business Days of receipt of such cash or funds.
(4) Any cash or funds paid by any member of the PARIS RE Group subsequent to the First Closing Date relating to the businesses or assets of any member of the AXA Group shall be refunded to, or as directed by, PARIS RE, within 10 Business Days of delivery of an invoice and the underlying documentation explaining the nature of such refund to AXA RE in respect of such payment. All payments shall be made without any deduction, any set-off or counterclaim in immediately available, freely transferable, cleared funds by wire transfer to an account designated by the person entitled to receive such payment pursuant to this Section 7.2.
