Payments from Third Parties. In the event that, on or after the Closing Date, either Party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that 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 any of the Transaction Documents.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Assertio Therapeutics, Inc), Asset Purchase Agreement (Collegium Pharmaceutical, Inc), Asset Purchase Agreement (Assertio Therapeutics, Inc)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement hereof or any of the other Transaction Documentsotherwise, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documentsthis Agreement.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Demand Media Inc.), Asset Purchase Agreement (Datascope Corp), Asset Purchase Agreement (Mindray Medical International LTD)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party the Buyer or the Seller shall receive any payments or other funds due to the other another Party pursuant to the terms of this Agreement hereof or any of the other Transaction Documentsotherwise, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that 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 any of the Transaction Documents.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Impreso Inc), Asset Purchase Agreement (Durango Corp), Asset Purchase Agreement (Durango Corp)
Payments from Third Parties. In the event that, on or after the Applicable Closing Date, either Party party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement (Fortive Corp), Asset Purchase Agreement (Integra Lifesciences Holdings Corp), Stock and Asset Purchase Agreement (Cardinal Health Inc)
Payments from Third Parties. In the event that, on or from and after the Closing DateApplicable Closing, either Party party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction DocumentsAncillary Agreements, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties hereto acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under this Agreement or any of the Transaction DocumentsAncillary Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (LVB Acquisition, Inc.), Asset Purchase Agreement (Biomet Inc)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement hereof or any of the other Transaction Documentsotherwise, then the Party party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that 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 any of the Transaction Documentsparty.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Oxboro Medical Inc), Asset Purchase Agreement (Sterion Inc)
Payments from Third Parties. In the event that, on or after the Closing DateDate (or, either Party solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing), the Seller Group, on the one hand, or the Purchaser, on the other hand, shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 2 contracts
Samples: Purchase Agreement (GPB Holdings II, LP), Purchase Agreement (Group 1 Automotive Inc)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party party shall receive any payments or other funds due to the other party pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party any party receiving such funds may not withhold funds received from third parties them for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 2 contracts
Samples: Purchase Agreement (Silgan Holdings Inc), Purchase Agreement (WestRock Co)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party party shall (i) receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty and (ii) make a payment to any Person on behalf of the other party, then the party on behalf of whom such payment was made agrees to promptly reimburse the party making such payment. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (Factset Research Systems Inc)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction DocumentsParty, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that there is no right of offset regarding such payments and a Party any party receiving such funds may not withhold funds received from third parties them for the account of the other Party party in the event there is a dispute regarding any other issue under this Agreement or any of the Transaction DocumentsAncillary Agreement.
Appears in 1 contract
Payments from Third Parties. In the event that, on or after the Closing Date, either Party shall receive any payments or other funds that are rightly due and payable to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that there is no right of offset regarding such payments and a Party may not withhold funds received from third parties Third Parties for the account of the other Party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 1 contract
Payments from Third Parties. In the event that, on or after the Closing Date, either Party party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documentsparty, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documentsthis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Protein Design Labs Inc/De)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party the Seller, on the one hand, or the Purchaser, on the other hand, shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Altra Industrial Motion Corp.)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party or its Affiliates shall receive any payments or other funds due to the other Party pursuant to the terms of this Agreement or any of the other Transaction DocumentsAncillary Agreements or, with respect to Buyer and its Affiliates, constituting or in respect of an Acquired Asset, then the Party receiving such funds (or whose Affiliate has received such funds) shall promptly forward such funds to the proper other Party. The Parties acknowledge and agree that 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 any of the Transaction Documentsthis Agreement.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Integer Holdings Corp)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction DocumentsAgreement, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that there is no right of offset regarding such payments and a Party may not withhold funds received from third parties Third Parties for the account of the other Party in the event there is a dispute regarding any other issue under any of the Transaction Documentsthis Agreement.
Appears in 1 contract
Payments from Third Parties. In the event that, on or after the Closing Date, either Party Buyer or Seller shall receive any payments or other funds due to the other pursuant to the terms of this Agreement hereof or any of the other Transaction Documentsotherwise, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that there is no right of offset setoff 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 any of the Transaction Documentsthis Agreement.
Appears in 1 contract
Payments from Third Parties. In the event that, on or after the applicable Closing Date, either Party party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 1 contract
Payments from Third Parties. In the event that, on or after the Closing Date, either Party shall receive receives any payments or other funds due to the other Party pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that 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 any of the Transaction Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vanda Pharmaceuticals Inc.)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party party shall receive any payments or other funds due to the other party pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 1 contract
Payments from Third Parties. In the event thatIf, on or after the Closing Date, either any Party shall receive any payments or other funds due to the other another Party pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that 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 any of the Transaction Documents.
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Star Equity Holdings, Inc.)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that 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 any of the Transaction Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vivus Inc)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties parties acknowledge and agree that there is no right of offset regarding such payments and a Party party may not withhold funds received from third parties for the account of the other Party party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Cardinal Health Inc)
Payments from Third Parties. In the event that, on or after the Closing Date, either Party Buyer or Seller shall receive any payments or other funds due to the other pursuant to the terms of this Agreement hereof or any of the other Transaction Documentsotherwise, then the Party party receiving such funds shall promptly forward such funds to the proper Partyparty. The Parties acknowledge and agree that there is no right of offset regarding such payments and a Party 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 any of the Transaction Documentsthis Agreement.
Appears in 1 contract
