Misdirected Funds; Wrong Pockets Sample Clauses

Misdirected Funds; Wrong Pockets. If at any time after the Closing, Seller or any of its Affiliates (i) receives a payment from a third party intended for the Target Companies or otherwise reflected in the Final Amounts or (ii) is in possession of any assets, properties or rights that are material for the operation of the Business and are primarily (as between Seller and its Affiliates (not including the Target Companies) on the one hand, and the Target Companies, on the other hand) related to or used or held for use in, the conduct of the Business (including as operated during the last twelve (12) months prior to the Closing), Seller will promptly deliver, or cause to be delivered, such payment, assets, property or right to the applicable Target Company for no additional consideration; provided that the foregoing shall not apply to any assets, properties or rights specifically set forth on Schedule 5.03(c) or that are specifically provided for or allocated between the Parties and their Affiliates pursuant to this Agreement or any Transaction Document (including as set forth on Exhibit B).
Sample 1
Misdirected Funds; Wrong Pockets. (i) If at any time after the Closing, MIC or any of the MIC Group is in possession of (A) any funds (including any refund or other amount relating to claims (including workers’ compensation), litigation, insurance or other matters) of, or receives a payment intended for, the Company or the Company Subsidiaries (including in respect of the Business or the Business Assets) or (B) any Business Asset that was not transferred to the Company or its designee at or prior to the Closing, MIC will promptly deliver, or cause to be delivered, such funds, payment or Business Asset to the Company for no additional consideration and net of MIC’s or such MIC Group member’s reasonable out-of-pocket costs to effectuate such transfer. The provisions of this Section 6.5(c)(i) shall not apply to refunds (or similar amounts) with respect to Taxes. (ii) If at any time after the Closing, any of the Company or any Company Subsidiary or any of their respective Affiliates is in possession of (A) any funds (including any refund or other amount relating to claims (including workers’ compensation), litigation, insurance or other matters) of, or receives a payment intended for, any of MIC or any of the MIC Group (including in respect of the Excluded Business or the Business Assets) or (B) assets (including Intellectual Property) exclusively used or held for use in the conduct of the Excluded Business during the twelve (12)-month period prior to the Closing Date, Purchaser will promptly deliver, or cause to be delivered, such funds, payment or asset to MIC or such MIC Group member for no additional consideration and net of Purchaser’s or Purchaser’s Subsidiaries’ reasonable out-of-pocket costs to effectuate such transfer. The provisions of this Section 6.5(c)(ii) shall not apply to refunds (or similar amounts) with respect to Taxes. (iii) The parties hereto shall reasonably cooperate to effect any transfers or other arrangements described in this Section 6.5 in a manner that is Tax efficient for MIC or any MIC Group and Purchaser and its Affiliates, including (as applicable) by treating the Person initially in possession of any such funds or assets referenced in this Section 6.5 after the Closing as holding such funds or assets as an agent or nominee for the transferee of such funds or assets for all Tax purposes, to the extent practicable and permitted by applicable Law and subject to compliance with the Material Debt Contracts and the definitive documents under the Debt Financing. 83
Sample 1

Related to Misdirected Funds; Wrong Pockets

  • Misdirected Payments (a) Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to Seller or any Non-Seller Royalty Party, then (i) Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) neither Seller nor such Non-Seller Royalty Party shall have any right, title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon, and (iii) Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to promptly (and in any event no later than five (5) Business Days) following the receipt by Seller or such Non-Seller Royalty Party, as applicable, of such amount, remit such amount to the Purchaser Account. Seller shall, or shall use commercially reasonable effects to cause such Non-Seller Royalty Party to, notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Seller or such Non-Seller Royalty Party. (b) Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller or any applicable Non-Seller Royalty Party in a segregated account, (ii) Purchaser shall have no right, title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon, and (iii) Purchaser shall promptly remit such amount to the Seller Account or account of such Non-Seller Royalty Party pursuant to wire instructions provided to Purchaser by such Non-Seller Royalty Party, as applicable. Purchaser shall notify Seller or any applicable Non-Seller Royalty Party, as applicable, of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If UT exercises any Non-Permitted Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than thirty (30) calendar days following the payment of the Purchased Assets affected by such Non-Permitted Set-Off), make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Assets payment that would have been paid to Purchaser had such Non-Permitted Set-Off not occurred. Notwithstanding anything to the contrary herein, to the extent Seller shall have made a true-up payment to Purchaser pursuant to this Section 5.4(c) in respect of any Non-Permitted Set-Off, any subsequent payment received from UT in respect, and to the extent, of such Non-Permitted Set-Off shall not be included in the Purchased Assets, such that the subsequent payment is included in the Excluded Assets. For all purposes hereunder, any true-up payment made pursuant to this Section 5.4(c) will be treated as paid with respect to the Purchased Assets for U.S. federal income tax purposes to the fullest extent permitted by applicable Law. For the avoidance of doubt, withholding taxes (including any withholding taxes deducted by UT from payments under Section 6.3 of the License Agreement pursuant to Section 7.4(b) of the License Agreement) shall not be treated as a Non-Permitted Set-Off and shall be governed by the provisions of Section 5.11 of this Agreement. (d) All remittances pursuant to this Section 5.4 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee has designated under this Agreement or, for Non-Seller Royalty Parties other than Purchaser, as they may otherwise designate in writing (such designation to be made at least three (3) Business Days prior to any such payment). (e) A late fee at a rate per annum equal to the U.S. Prime Rate (as set forth in the Wall Street Journal, Eastern Edition, or similar reputable data source) as of the Payment Date (as defined below), shall accrue daily, calculated on the basis of a 365-day year, on all unpaid amounts with respect to (i) any sum payable under Section 5.4(a), Section 5.4(b), beginning ten (10) Business Days after a Party has actual knowledge of its receipt of such payment in error, or (ii) any sum payable to Seller under Section 2.1(b), Section 5.6(b), Section 5.6(c), Section 5.6(d), Section 5.8(b) or Section 5.8(c), beginning two (2) Business Days following the date such payment was due hereunder (each date in clause (i) and (ii), a “Payment Date”). Notwithstanding the foregoing, Seller shall not be responsible for any late fee under this Section 5.4(e) arising from the failure of a Non-Seller Royalty Party to timely pay any sum payable under Section 5.4(a).

  • Unexpended Funds The Grantee must promptly return to the State any unexpended funds that have not been accounted for annually in a financial report to the State due at grant closeout.

  • Income Collection, Transaction Processing, Account Administration of a basis point per annum on the average net assets of the Fund.

  • Funds Transfer Disbursements The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.

  • Night Shift Differential Unit 12 employees who regularly work shifts shall receive a night shift differential as set forth below: A. Employees shall qualify for the first night shift pay differential of forty (40) cents per hour where four (4) or more hours of the regularly scheduled work shift falls between 6 p.m. and 12 midnight. B. Employees shall qualify for the second night shift pay differential of fifty (50) cents per hour where four (4) or more hours of the regularly scheduled work shift fall between 12 midnight and 6 a.m. C. A "regularly scheduled work shift" are those regularly assigned work hours established by the department director or designee.

  • PAYMENT FROM OUTSIDE AGENCIES CONTRACTOR shall notify LEA when Medi-Cal or any other agency is billed for the costs associated with the provision of special education and/or related services to students. Upon request, CONTRACTOR shall provide to LEA any and all documentation regarding reports, billing, and/or payment by Medi-Cal or any other agency for the costs associated with the provision of special education and/or related services to students.

  • Shift Differential A. Shift differential will be $.60 cents per hour. B. Employees eligible for shift differential are those whose work shift begins before 6:00 a.m. or ends on or after 7:00 p.m. and are scheduled by their supervisor for a total shift of at least six (6) hours in duration. This shift differential shall not apply to those employees who have requested and have been granted flexible work scheduling.

  • Bilingual Differential When formally assigned in the employee’s position description, an employee assigned to interpret to or from another language to English will receive a differential of five percent (5%) of base pay.

  • Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. (c) The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

  • DIR Administrative Fee A. The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three-quarter of one percent (.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00. B. All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer.