Post Closing Administration Sample Clauses

Post Closing Administration. (a) Following Closing, Vendor shall hold title to the Purchased Interest for Purchaser until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed. (b) Following Closing, Vendor shall represent Purchaser as its agent in all matters arising under the Title Documents until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof: (i) except as provided in Section 2.15, the Purchaser's proportionate share of payments, based on a thirty-three and on-third percent and a sixty-six and two thirds percent (33 1/3% / 66 2/3%) allocation between each of the Vendor and Purchaser, relating to the Assets after the Closing Time received by Vendor, if any, pursuant to the Title Documents shall be received and held by Vendor for Purchaser and Vendor shall remit such amounts to Purchaser, provided however, Vendor shall be entitled to retain any portion of such payments to satisfy any amounts owing or payable hereunder or to satisfy any amounts owing to Third Parties by Purchaser under the Title Documents; (ii) Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document, any cash call advances, operating fund payments or other advances required to be paid by Purchaser pursuant to the Title Documents which Vendor shall forward to the operator under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document; (iii) Vendor shall forward all statements, notices and other information received by it pursuant to the Title Documents that pertain to the Purchased Interest to Purchaser following their receipt by Vendor; and (iv) Purchaser shall forward to Third Parties to the Title Documents such notices and elections pursuant to the Title Documents pertaining to the Purchased Interest as Vendor may reasonably request. (c) as a party to, the operating agreement or agreements governing any of the Assets, the following provisions shall apply with respect to those Assets until the novation has occurred: (i) Vendor shall maintain the Assets (including the Leases) on behalf of Purchaser at Purchaser's sole cost and expense until such time as Purchaser notifies Vendor in writing that Purchaser has been recognized and accepted by the operator of th...
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Post Closing Administration. After Closing, until the Purchaser becomes the recognized successor to the Vendor's current interest in a particular Asset, the following provisions shall apply:
Sample 1
Post Closing Administration. Upon written request by Buyer delivered prior to the Closing Date, Seller will provide home office and administrative services for the Company from and after the Closing Date until the date on which the Company’s Annual Statement is filed with the California Insurance Department, but not later than six months following the Closing Date. Such services will include, without limitation, providing reasonable assistance to maintain any licenses, qualifications, and authorizations of the Company to do business in each jurisdiction listed in Section 3.1 of this Agreement. Such services will be provided in accordance with the terms of the currently existing service agreement between the Company and Seller, and Buyer will pay to Seller a monthly management fee equal to the management fee payable by the Company to Seller under such currently existing service agreement, pro rated for the appropriate time period. Each of Buyer and Seller will cooperate with the other party’s reasonable requests in connection with any services provided by Seller pursuant to this Section 10.17.
Sample 1
Post Closing Administration. Following Closing, in any case where Purchaser must be novated into, or recognized as a party to the Title Documents and any other agreements and documents to which the Assets are subject, Vendor shall hold the Assets and any revenues arising therefrom as bare legal trustee, for the benefit of Purchaser, and Vendor shall maintain the Assets on behalf of the Purchaser and Purchaser shall reimburse Vendor for or directly pay, all costs and expenses directly associated with maintaining the Assets or allocated thereto that have been paid or are payable by Vendor and any out of pocket costs and expenses paid or incurred by Vendor in the discharge of its duties and obligations pursuant to this Section 8.3. Vendor shall promptly provide to Purchaser all revenues that accrue after the Closing Time, all AFEs, notices and other information, documents and correspondence relating to the applicable Assets that Vendor receives and shall respond promptly to such AFEs, notices and other information and documents pursuant to the written instructions of the Purchaser. Vendor shall not initiate or authorize any operations with respect to the applicable Assets, except upon the written direction of the Purchaser. Vendor shall as soon as is reasonably practicable, deliver to Purchaser all revenue, proceeds and other benefits received by Vendor derived from the Assets.
Sample 1
Post Closing Administration. After the date of Closing, Seller shall permit Buyer to collect, in the name of Seller or otherwise, all receivables which shall be transferred hereunder to Buyer as listed on Schedule 2.5 (the "Transferred Receivables"), and to endorse with the name of Seller any checks, receivables or other items relating to the Transferred Receivables. Seller shall transfer and deliver to Buyer any cash or other property which Seller may receive in respect of the Transferred Receivables or the Purchased Assets. In the event that Buyer shall receive any checks, cash or other property relating to receivables or other assets retained by Seller, Buyer shall promptly as practicable forward such materials to Seller.
Sample 1
Post Closing Administration 
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Related to Post Closing Administration

  • Settlement Administration 5.1. The Settlement Administrator shall, under the supervision of the Court, administer the relief provided by this Settlement Agreement by processing Claim Forms in a rational, responsive, cost effective, and timely manner. The Settlement Administrator shall maintain reasonably detailed records of its activities under this Settlement Agreement. The Settlement Administrator shall maintain all such records as are required by applicable law in accordance with its normal business practices and such records will be made available to Class Counsel and Defendant’s Counsel upon request. The Settlement Administrator shall also provide reports and other information to the Court as the Court may require. The Settlement Administrator shall provide Class Counsel and Defendant’s Counsel with information concerning Notice, administration, and implementation of the Settlement Agreement. Should the Court request, the Parties, in conjunction with the Settlement Administrator, shall submit a timely report to the Court summarizing the work performed by the Settlement Administrator, including a report of all amounts from the State-Specific Settlement Funds paid on account of Approved Claims. Without limiting the foregoing, the Settlement Administrator shall: (a) receive exclusion forms and other requests from Settlement Class Members and promptly provide a copy of such requests to Class Counsel and Defendant’s Counsel upon receipt. If the Settlement Administrator receives any exclusion forms or other requests from the Settlement Class after the Objection/Exclusion Deadline, the Settlement Administrator shall promptly provide copies thereof to Class Counsel and Defendant’s Counsel; (b) provide weekly reports to Class Counsel and Defendant’s Counsel, including, without limitation, reports regarding the number of Claim Forms received, the current number approved by the Settlement Administrator at that time from each of the Settlement Classes, and the number of opt-outs received; (c) make available for inspection by Class Counsel or Defendant’s Counsel the Claim Forms, any documentation submitted in support thereof, and any correspondence received by the Settlement Administrator at any time upon reasonable notice; (d) pay all Approved Claims according to the terms of this Settlement Agreement; (e) make all tax filings related to the Escrow Accounts, including making any required “information returns” as that term is used in 26 U.S.C. § 1, et seq. Neither Class Counsel nor Defendant makes any representations regarding the tax treatment of the Escrow Account, State-Specific Settlement Funds or any portion thereof; and (f) respond to questions about the Settlement from Settlement Class Members. 5.2. The Settlement Administrator shall employ reasonable procedures to screen claims for abuse or fraud. The Settlement Administrator, after consultation with Class Counsel, shall reject Claim Forms where there is evidence of abuse or fraud. 5.3. The Settlement Administrator shall reject any Claim Form that does not contain all requested information. The Settlement Administrator shall provide the individual with an opportunity to cure any deficient Claim Form within twenty-one (21) days after notice to such individual. If the individual fails to cure within the required time, the claim shall be rejected. 5.4. In the exercise of their duties outlined in this Agreement, the Settlement Administrator shall have the right to reasonably request additional information from the Parties or any Settlement Class Member.

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

  • Agreement Administration SBBC has delegated authority to the Superintendent of Schools or his/her designee to take any actions necessary to implement and administer this Agreement.

  • Program Administration An activity relating to the general management, oversight and coordination of community development programs. Costs directly related to carrying out eligible activities are not included.

  • Claims Administration An employee will be required to comply with any and all rules and regulations and/or limitations established by the carrier or applicable third party administrator and contained in the policy, and employees and their dependents shall look solely to such carrier or third party administration for the adjudication of the payment of any and all benefits claims.

  • Project Administration Designation Pursuant to Paragraph (B) of Rule 164-1-21 of the Administrative Code, the Recipient shall designate its Chief Executive Officer, Chief Fiscal Officer and Project Manager in Appendix B of this Agreement. Changes in these designations must be made in writing.

  • Reinsurance Administration A. Within thirty (30) days after the end of each calendar month, the Cedent shall take all reasonable and appropriate steps to furnish the Reinsurer with a seriatim electronic report, as detailed in Schedule C, for each Reinsured Contract, valued as of the last day of that month. On or before September 30, 2001, the Cedent shall provide the initial seriatim electronic report, which shall cover the period from the Effective Date hereof through August 31, 2001; provided, however, that the initial seriatim electronic report may omit Funding Vehicle Values by MorningStar designation. The Cedent shall provide complete seriatim electronic data, as required herein, on or before April 30, 2002. Failure to provide this information as required shall constitute a material breach within the scope of Article XX, Paragraph G. B. Additionally, within thirty (30) days after the end of each calendar month the Cedent shall furnish the Reinsurer with a separate Summary Statement containing the following: 1. Reinsurance Premiums due to the Reinsurer summarized separately for each premium class by GMDB, EPB, and Income Program, as shown in Exhibit II; 2. benefit claim recoverables due to the Cedent in total and, if applicable, broken down by VNAR, SCNAR, and EEMNAR and Income Program; and 3. the month end date for the period covered by the Summary Statement. C. If the net balance is due to the Reinsurer, the Cedent shall remit the amount due with the Summary Statement, but no later than thirty (30) days after the month end date for the period covered by the Summary Statement. If the net balance is due to the Cedent, the Reinsurer shall remit the amount due to the Cedent within ten (10) days after receipt of the Summary Statement. D. The payment of Reinsurance Premiums is a condition precedent to the liability of the Reinsurer under this Agreement. In the event that the Cedent does not pay the Reinsurance Premiums in a timely manner, as defined below, the Reinsurer may exercise the following rights: 1. The Reinsurer shall charge interest if Reinsurance Premiums are not paid within thirty (30) days of the due date, as defined in Paragraph C of this Article. The interest rate charged shall be based on the ninety-(90) day federal Treasury Xxxx, as published in The Wall Street Journal on the first business day in the month following the due date of the Reinsurance Premiums, plus one hundred (100) basis points. The method of calculation shall be simple interest (360-day year). 2. The Reinsurer may terminate this Agreement in the event that Reinsurance Premium payments are more than sixty (60) days past due after the due date, as described in Paragraph C of this Article, by giving sixty (60) day written notice of termination to the Cedent. As of the close of the last day of this sixty-(60) day notice period, the Reinsurer's liability with respect to the ceded liabilities shall terminate. If all Reinsurance Premiums that are the subject of a sixty (60) day termination notice shall have been received by the Reinsurer within the time specified, the termination notice shall be deemed vacated and the Agreement shall remain in effect.

  • Policy Administration The Company shall provide all required, necessary and appropriate claims, administrative and other services with respect to the Policies. The Company shall use reasonable care in its administration and claims practices with respect to the Policies and in administering and performing its duties under this Agreement and such practices, administration and performance shall (a) conform with Applicable Law; (b) not be fraudulent; and (c) be no less favorable than those used by the Company with respect to other policies of the Company not reinsured by the Reinsurer.

  • Project Administration The Contractor shall provide project administration for all Subcontractors, vendors, suppliers, and others involved in implementing the Work and shall coordinate administration efforts with those of the A/E and ODR in accordance with these Uniform General and Supplementary Conditions and provisions of Division 1 Specifications, and as outlined in the Pre- construction Conference.

  • Tax Administration (a) The Trust and the Certificate Paying Agent, upon direction from the Sponsor, shall comply with all withholding and backup withholding tax requirements under United States federal (including, without limitation, Sections 1441, 1442, 1445, 1446 and 1471 through 1474 of the Code), state and local law. The Certificate Paying Agent shall request, and the Certificateholder shall provide to the Certificate Paying Agent, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding tax with respect to the Certificateholder and any representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Certificateholder, by acceptance of the Certificate, agrees to provide to the Certificate Paying Agent, upon its request, the FATCA Information. In addition, the Certificateholder, by acceptance of the Certificate, agrees that the Certificate Paying Agent has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to the Certificateholder that fails to comply with the requirements of the preceding sentence. (b) The Certificate Paying Agent, upon direction from the Sponsor, shall deliver or shall cause to be delivered to the Certificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the Certificateholder to prepare the Certificateholder’s federal and state income tax returns. In no event shall the Certificate Paying Agent or the Owner Trustee be liable for any liabilities, costs or expenses of the Trust, the Certificateholder or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except the Certificate Paying Agent shall be liable for any such liability, cost or expense attributable to any act or omission, willful misconduct, bad faith, fraud, or negligence by the Certificate Paying Agent in breach of its obligations under this Agreement.

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