Payments to the Purchaser. 50 Section 5.01. Distributions.............................................................50 Section 5.02. Statements to the Purchaser...............................................51 Section 5.03. Monthly Advances by the Seller............................................52
Payments to the Purchaser. (a) Any payments required to be made by the Seller to the Purchaser pursuant to this Agreement shall, unless this Agreement otherwise provides, be made available on each date upon which this Agreement requires an amount to be paid in immediately available funds by electronic funds transfer to the account of the Purchaser in the currency of the relevant payment at such bank as the Purchaser shall from time to time notify the Collection Agent for this purpose.
(b) The Seller shall not be entitled to set-off its own claims against the Purchaser’s claims, to exercise any retention right or file any counterclaim unless and only to the extent such claims have become finally awarded by a court or are undisputed.
Payments to the Purchaser. If the Seller receives, or has at any time received, any payment in respect of any Assumed Business Contract for any obligation to be discharged post the Transfer Time by the Purchaser pursuant to this Clause 6 the Seller shall:
6.3.1 Inform the Purchaser, of the same in writing.
6.3.2 The Purchaser shall upon the receipt of the notice mentioned in Clause 6.3.1, provide the Seller with the details of the bank account in which the amount mentioned in Clause 6.3 needs to be deposited.
6.3.3 The amount mentioned in Clause 6.3 shall be deposited in the bank account of the Purchaser mentioned Clause 6.
Payments to the Purchaser. Distributions. On each Remittance Date, the Servicer shall distribute by wire transfer to the Purchaser (i) all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Servicer is obligated to distribute pursuant to Section 5.03, minus (iii) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts, and any Principal Prepayments received during the month of such Remittance Date, which amounts shall be remitted on the next succeeding Remittance Date. With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Servicer shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be deposited in the Custodial Account by the Servicer on the date such late payment is made and shall cover the period commencing with the day following the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by the Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Servicer.
Payments to the Purchaser. If the Final Closing Consideration calculated pursuant to Section 2.5(b)(v) is less than the Estimated Closing Consideration, (i)(A) the Purchaser and the Representative shall, within two (2) Business Days after the determination of the Final Closing Consideration, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the Purchaser a portion of the Adjustment Escrow Amount from the Adjustment Escrow Account equal to such excess amount, up to a maximum aggregate amount equal to the Adjustment Escrow Amount, and, (B) to the extent that the difference between the Final Closing Consideration and the Estimated Closing Consideration is greater than the Adjustment Escrow Amount, then at the Purchaser’s election, either (x) the Sellers, severally based on their respective Percentage, shall pay any balance to the Purchaser in cash by wire transfer of immediately available funds to an account designated in writing to the Representative by the Purchaser or (y) the Purchaser and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the Purchaser a portion of the Indemnification Escrow Amount from the Escrow Account equal to such excess, and, (ii) if applicable, release to the Representative (to the account designated by the Representative in the Escrow Agreement) the balance remaining (if any) in the Adjustment Escrow Account (after any payment made to the Purchaser from the Adjustment Escrow Account pursuant to clause (i)).
Payments to the Purchaser. Any amounts payable to the Purchaser pursuant to this Agreement shall be paid by telegraphic transfer to the following account of the Purchaser (or such other account in the United Kingdom of the Purchaser (or its nominee) as may be notified to the Vendors' Representatives in writing by the Purchaser for this purpose from time to time): -------------------------------- --------------------------------------- Account name: Celgene Corporation Operating Account -------------------------------- --------------------------------------- Name of bank: PNC Bank, Pittsburgh PA -------------------------------- --------------------------------------- Account number: 8100 901 961 -------------------------------- --------------------------------------- ABA#: 031 207 607 -------------------------------- --------------------------------------- Swift code: PNCCUS33 -------------------------------- ---------------------------------------
Payments to the Purchaser. 4.1 Xxxxxxx (and/or its nominees) must pay to the Purchaser the amount of the Royalty Share at the rate and in the manner as set out in Item 6 of the Schedule. Where no timetable exists for the payments to be made to the Purchaser under this Agreement then such payments to the Purchaser are to be made yearly on the anniversary of this Agreement being duly executed by the Parties.
4.2 Payments made to the Purchaser (or its nominee) under this Agreement will be made in United States Dollars (USD) and will be paid by the Trustee by EFT to the bank account nominated by the Purchaser from the Trust Account of Xxxxxxx in accordance with Item 7 of the Schedule.
4.3 All payments made by Xxxxxxx to the Purchaser (or its nominee) under this Agreement must be made without set off, counter claim or other deduction whether or not on account of bank fees or charges, taxes or otherwise.
4.4 If Xxxxxxx incurs any statutorily or government imposed consumption based or value added tax, charge or impost (in accordance with the laws of jurisdiction in which Xxxxxxx is registered or otherwise operates) as a result of paying any Royalty Share to the Purchaser under this Agreement then the amount of any such Royalty Share will be reduced by the value or amount of such tax, charge or impost and Xxxxxxx will furnish written notice on the Purchaser of the amount of such tax, charge or impost at some reasonable time after having made such payment.
Payments to the Purchaser. Any portion of the Indemnification Fund to be paid to the Purchaser in cash pursuant to any provision of this Agreement will be paid by bank check or wire transfer of immediately available funds pursuant to wire transfer instructions given to the Escrow Agent by the Purchaser. In the event that wire transfer instructions are given, whether in writing, by facsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit B hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent may rely solely upon any account numbers or similar identifying numbers provided in writing by the Purchaser, Stockholders’ Representative or the Company, as applicable, to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have no right to receive any funds from the Retention Bonus Fund for any Purchaser Indemnity Claim.
Payments to the Purchaser. Section 5.01. Distributions. 46 Section 5.02. Statements to the Purchaser. 47 Section 5.03. Monthly Advances by the Seller. 47 Section 5.04. Liquidation Reports. 48 Section 5.05. Automated Servicing Systems. 48
Payments to the Purchaser
