Common use of Payments; Deliveries Clause in Contracts

Payments; Deliveries. In the event that, on or after the Closing, either party receives payments or funds due or belonging to the other party pursuant to the terms of this Agreement or any of the Transaction Documents, then the party receiving such payments or funds shall promptly forward or cause to be promptly forwarded such payments or funds to the proper party (with appropriate endorsements, as applicable), and will account to such other party for all such receipts. The parties acknowledge and agree that, except as otherwise provided in this Agreement, there is no right of offset regarding such payments and a party may not withhold funds received from Third Parties for the account of the other party in the event there is a dispute regarding any other issue under this Agreement or any other Transaction Documents. Without limiting the foregoing provisions of this Section 4.14(b), Seller agrees that Buyer shall, following the Closing, have the right and authority to endorse any checks or drafts received by Buyer in respect of any account receivable of the Business included in the Purchased Assets and Seller shall furnish to Buyer such evidence of this authority as Buyer may reasonably request. Following the Closing, if Buyer or its Affiliates receives any mail or packages addressed to Seller or its Subsidiaries and delivered to Buyer not relating to the Business, the Purchased Assets or the Assumed Liabilities, Buyer shall promptly deliver (or cause to be delivered) such mail or packages to Seller. Following the Closing, if Seller or its Subsidiaries receives any mail or packages delivered to Seller relating to the Business, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver (or cause to be delivered) such mail or packages to Buyer.

Payments; Deliveries. In the event that, on or after the Closing, either party receives payments or funds due or belonging (a) Any amount of cash to the other party be paid to an Escrow Party pursuant to this Agreement shall be paid to such Escrow Party pursuant to the terms instructions set forth for such Escrow Party in Schedule III hereto and any further written instructions given by such Escrow Party. Any amount of cash to be paid to the Trustee pursuant to this Agreement or any of shall be paid to the Transaction DocumentsTrustee (or, then if specified in the party receiving such payments or funds shall promptly forward or cause Escrow Release Notice, the paying agent designated by the Trustee) in accordance with the instructions set forth in the Escrow Release Notice. (b) Any items to be promptly forwarded such payments or funds delivered to the proper party (with appropriate endorsementsCompany pursuant to this Agreement shall be delivered by a nationally recognized overnight courier, as applicable)or delivered by hand against written receipt, and will account to the address for the Company set forth in Section 8, or at such other party address as it shall have furnished to the Escrow Agent and the Buyers in writing. Any items to be delivered to a Buyer pursuant to this Agreement shall be delivered by a nationally recognized overnight courier, or delivered by hand against written receipt, to the address for all such receiptsBuyer set forth in Schedule I hereto, or at such other address as it shall have furnished to the Escrow Agent and the Company in writing. The parties acknowledge and agree thatAny items to be delivered to the Trustee pursuant to this Agreement shall be delivered by a nationally recognized overnight courier, except as otherwise provided in this Agreementor delivered by hand against written receipt, there is no right of offset regarding such payments and a party may not withhold funds received from Third Parties to the address for the account of the other party Trustee set forth in the event there is a dispute regarding any other issue under this Agreement or any other Transaction Documents. Without limiting the foregoing provisions of this Section 4.14(b), Seller agrees that Buyer shall, following the Closing, have the right and authority to endorse any checks or drafts received by Buyer in respect of any account receivable of the Business included in the Purchased Assets and Seller shall furnish to Buyer such evidence of this authority as Buyer may reasonably request. Following the Closing, if Buyer or its Affiliates receives any mail or packages addressed to Seller or its Subsidiaries and delivered to Buyer not relating to the Business, the Purchased Assets or the Assumed Liabilities, Buyer shall promptly deliver (or cause to be delivered) such mail or packages to Seller. Following the Closing, if Seller or its Subsidiaries receives any mail or packages delivered to Seller relating to the Business, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver (or cause to be delivered) such mail or packages to BuyerEscrow Release Notice.

Payments; Deliveries. In the event that, on or after the Closing, either party receives payments or funds due or belonging (a) Any amount of cash to the other party be paid to an Escrow Party pursuant to this Agreement shall be paid to such Escrow Party pursuant to the terms instructions set forth for such Escrow Party in Schedule III hereto and any further instructions given by such Escrow Party. Any amount of cash to be paid to the Trustee pursuant to this Agreement or any of shall be paid to the Transaction DocumentsTrustee (or, then if specified in the party receiving such payments or funds shall promptly forward or cause Escrow Release Notice, the paying agent designated by the Trustee) in accordance with the instructions set forth in the Escrow Release Notice. (b) Any items to be promptly forwarded such payments or funds delivered to the proper party (with appropriate endorsementsCompany pursuant to this Agreement shall be delivered by a nationally recognized overnight courier, as applicable)or delivered by hand against written receipt, and will account to the address for the Company set forth in Section 8, or at such other party address as it shall have furnished to the Escrow Agent and the Buyers in writing. Any items to be delivered to a Buyer pursuant to this Agreement shall be delivered by a nationally recognized overnight courier, or delivered by hand against written receipt, to the address for all such receiptsBuyer set forth in Schedule I hereto, or at such other address as it shall have furnished to the Escrow Agent and the Company in writing. The parties acknowledge and agree thatAny items to be delivered to the Trustee pursuant to this Agreement shall be delivered by a nationally recognized overnight courier, except as otherwise provided in this Agreementor delivered by hand against written receipt, there is no right of offset regarding such payments and a party may not withhold funds received from Third Parties to the address for the account of the other party Trustee set forth in the event there is a dispute regarding any other issue under this Agreement or any other Transaction Documents. Without limiting the foregoing provisions of this Section 4.14(b), Seller agrees that Buyer shall, following the Closing, have the right and authority to endorse any checks or drafts received by Buyer in respect of any account receivable of the Business included in the Purchased Assets and Seller shall furnish to Buyer such evidence of this authority as Buyer may reasonably request. Following the Closing, if Buyer or its Affiliates receives any mail or packages addressed to Seller or its Subsidiaries and delivered to Buyer not relating to the Business, the Purchased Assets or the Assumed Liabilities, Buyer shall promptly deliver (or cause to be delivered) such mail or packages to Seller. Following the Closing, if Seller or its Subsidiaries receives any mail or packages delivered to Seller relating to the Business, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver (or cause to be delivered) such mail or packages to BuyerEscrow Release Notice.