Post-Closing Correspondence and Payments Sample Clauses

Post-Closing Correspondence and Payments. (a) From and after the Closing, Parent and Seller, on the one hand, and Acquiror, on the other hand, shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to (i) send a joint letter, in form mutually acceptable to the parties, notifying third parties having commercial relationships with the Business (including customers and suppliers) of the consummation of the transactions contemplated herein, including a brief description of the Sale and any necessary changes to contact, tax and bank account information, etc., (ii) forward to Parent and Seller, on the one hand, or the Acquired Companies, Traxys Russia and Traxys China, on the other hand, as applicable (at the address set forth in Section 11.2) copies of all written correspondence received by Parent, Seller or any of their respective Subsidiaries regarding the Business, any of the Transferred Assets and the Assumed Liabilities, on the one hand, or Acquiror, the Acquired Companies, Traxys Russia, Traxys China or any of their Subsidiaries regarding any business of Parent, Seller or its Subsidiaries other than the Business, any of the Excluded Assets and the Excluded Liabilities, on the other hand, and (iii) provide the contact information of Parent and Seller, on the one hand, or the Acquired Companies, Traxys Russia and Traxys China, on the other hand, in each case as set forth in Section 11.2 to any Person who contacts Parent, Seller or any of their Subsidiaries with respect to the Business, any of the Transferred Assets or Assumed Liabilities, on the one hand, or Acquiror, the Acquired Companies, Traxys Russia, Traxys China or any of their Subsidiaries regarding any business of Parent, Seller or its Subsidiaries other than the Business, any of the Excluded Assets and the Excluded Liabilities, on the other hand. (b) After the Closing Date, Parent and Seller, on the one hand, and Acquiror, on the other hand, shall (and shall cause their respective Subsidiaries to) hold in trust (subject to any valid and enforceable claw back rights of third parties who paid such funds to Parent, Seller or Acquiror, as applicable) for the other, as applicable, and promptly remit by wire transfer of immediately available funds, any payment that such party receives on the other party’s behalf or for the other party’s benefit regarding any of the Excluded Assets, Transferred Assets, Excluded Liabilities and Assumed Liabilities, to an account to be named by the party to receive such paymen...
AutoNDA by SimpleDocs

Related to Post-Closing Correspondence and Payments

  • Billing and Payments Transmission Provider shall bill the Interconnection Customer for the Costs associated with the facilities contemplated by this ISA, estimates of which are set forth in the Specifications to this ISA, and the Interconnection Customer shall pay such Costs, in accordance with Section 11 of Appendix 2 to this ISA and the applicable Interconnection Construction Service Agreement. Upon receipt of each of Interconnection Customer’s payments of such bills, Transmission Provider shall reimburse the applicable Interconnected Transmission Owner. Pursuant to Section 212.4 of the Tariff, Interconnection Customer requests that Transmission Provider provide a quarterly cost reconciliation:

  • Collection and Payment The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Shareholders shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders.

  • BILLING AND PAYMENT OF CHARGES 8.1 Unless otherwise stated, each Party will render monthly bill(s) to the other for Interconnection, Resale Services, Lawful Unbundled Network Elements, Collocation, functions, facilities, products and services provided hereunder at the rates set forth in the applicable Appendix Pricing, as set forth in applicable tariffs or other documents specifically referenced herein and, as applicable, as agreed upon by the Parties or authorized by a Party. 8.1.1 Remittance in full of all bills rendered by SBC-10STATE and SBC CALIFORNIA is due within thirty (30) calendar days of each bill date (the “Bill Due Date”). Payment must be made in accordance with the terms set forth in Section 8.3 of this Agreement. 8.1.2 Remittance in full of all bills rendered by SBC NEVADA is due in accordance with the terms set forth in the Commission C2-A Tariff, with the date on which amounts are due referred to herein as the “Bill Due Date.” 8.1.3 Remittance in full of all bills rendered by SBC CONNECTICUT is due in accordance with the terms set forth in the Connecticut Access Service Tariff approved by the DPUC, with the date on which amounts are due referred to herein as the “Bill Due Date.” 8.1.4 Remittance in full of all bills rendered by CLEC is due within thirty (30) calendar days of each bill date (the “Bill Due Date”). 8.1.5 If CLEC fails to remit payment for any charges by the Bill Due Date, or if payment for any portion of the charges is received from CLEC after the Bill Due Date, or if payment for any portion of the charges is received in funds which are not immediately available to SBC-12STATE as of the Bill Due Date (individually and collectively, “Past Due”), then a late payment charge will be assessed as provided in Sections 8.1.5.1 through 8.1.5.3, as applicable. 8.1.5.1 If any charge incurred under this Agreement that is billed out of any SBC-8STATE billing system other than the SBC SOUTHWEST REGION 5-STATE Customer Records Information System (XXXX) is Past Due, the unpaid amounts will accrue interest from the day following the Bill Due Date until paid at the lesser of (i) the rate used to compute the Late Payment Charge in the applicable SBC-8STATE intrastate access services tariff for that state and (ii) the highest rate of interest that may be charged under Applicable Law. The method and timing for application of interest to any charge incurred under this Agreement that is billed out of any SBC-8STATE billing system other than SBC SOUTHWEST REGION 5-STATE's XXXX will comply with the process set forth in the applicable SBC-8STATE intrastate access services tariff for that state. 8.1.5.2 If any charge incurred under this Agreement that is billed out of SBC SOUTHWEST REGION 5-STATE's XXXX is Past Due, the unpaid amounts will accrue interest from the day following the Bill Due Date until paid. The interest rate applied to SBC SOUTHWEST REGION 5-STATE XXXX-billed Past Due unpaid amounts will be the lesser of (i) the rate used to compute the Late Payment Charge contained in the applicable SBC SOUTHWEST REGION 5-STATE intrastate retail tariff governing Late Payment Charges to SBC SOUTHWEST REGION 5-STATE's retail End Users that are business End Users in that state and (ii) the highest rate of interest that may be charged under Applicable Law. The method and timing for application of interest to any charge incurred under this Agreement that is billed out of SBC SOUTHWEST REGION 5- STATE's XXXX will be governed by the SBC SOUTHWEST REGION 5-STATE intrastate retail tariff governing Late Payment Charges to SBC SOUTHWEST REGION 5-STATE's retail End Users that are business End Users in that state. 8.1.5.3 If any charge incurred under this Agreement that is billed out of any SBC MIDWEST REGION 5-STATE billing system is Past Due, the unpaid amounts will accrue interest from the Bill Due Date at the lesser of (i) one and one-half percent (1 ½%) per month and (ii) the highest rate of interest that may be charged under Applicable Law, compounded daily from the day following the Bill Due Date to and including the date that the payment is actually made and available.

  • Invoices and Payments 5.5.1 The Contractor shall invoice the County only for providing the tasks, deliverables, goods, services, and other work specified in Exhibit A - Statement of Work and elsewhere hereunder. The Contractor shall prepare invoices, which shall include the charges owed to the Contractor by the County under the terms of this Contract. The Contractor’s payments shall be as provided in Exhibit B - Pricing Schedule, and the Contractor shall be paid only for the tasks, deliverables, goods, services, and other work approved in writing by the County. If the County does not approve work in writing no payment shall be due to the Contractor for that work. 5.5.2 The Contractor’s invoices shall be priced in accordance with Exhibit B - Pricing Schedule. 5.5.3 The Contractor’s invoices shall contain the information set forth in Exhibit A - Statement of Work describing the tasks, deliverables, goods, services, work hours, and facility and/or other work for which payment is claimed. 5.5.4 The Contractor shall submit the monthly invoices to the County by the 15th calendar day of the month following the month of service. 5.5.5 All invoices under this Contract shall be submitted to the County Project Manager in one (1) set to the following address: County of Los Angeles Chief Executive Office, Service Integration Branch 000 X. Xxxx Street, Fifth Floor Los Angeles, CA 90012 Attn: Xxxxxxx Xxxxxxxx 5.5.6 County Approval of Invoices

  • Pricing and Payments 5.1 In exchange for the Deliverables, the Supplier must invoice the Buyer for the charges in the Order Form. 5.2 All Charges: 5.2.1 exclude VAT, which is payable on provision of a valid VAT invoice; and 5.2.2 include all costs and expenses connected with the supply of Deliverables. 5.3 The Buyer must pay the Supplier the charges within 30 days of receipt by the Buyer of a valid, undisputed invoice, in cleared funds to the Supplier's account stated in the invoice or in the Order Form. 5.4 A Supplier invoice is only valid if it: 5.4.1 includes all appropriate references including the Purchase Order Number and other details reasonably requested by the Buyer; and 5.4.2 includes a detailed breakdown of Deliverables which have been delivered. 5.5 If there is a dispute between the Parties as to the amount invoiced, the Buyer shall pay the undisputed amount. The Supplier shall not suspend the provision of the Deliverables unless the Supplier is entitled to terminate the Contract for a failure to pay undisputed sums in accordance with clause 11.6. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 36. 5.6 The Buyer may retain or set-off payment of any amount owed to it by the Supplier under this Contract or any other agreement between the Supplier and the Buyer if notice and reasons are provided. 5.7 The Supplier must ensure that all Subcontractors are paid, in full, within 30 days of receipt of a valid, undisputed invoice. If this doesn't happen, the Buyer can publish the details of the late payment or non-payment.

  • Xxxxxxxx and Payments Xxxxxxxx and payments shall be sent to the addresses set out in Appendix F hereto.

  • Statements and Payments The Fig Share and the Developer Royalty shall be paid by Developer and Fig, respectively, no later than thirty (30) days after the end of the calendar month in which the Gross Receipts are received by the applicable Party together with a statement detailing calculation of the Fig Share or the Developer Royalty, as applicable (including copies of payment statements from Distributors and calculation of any adjustment to reflect Third-Party Distributor terms as provided in the definition of Fig Share). Upon request, Distributor will provide Fig with access to real-time reporting posted or made available by any Distributor.

  • Disbursements and Payments Each disbursement by the Bank and each payment by the Borrower will be: (a) made at the Bank's branch (or other location) selected by the Bank from time to time; (b) made for the account of the Bank's branch selected by the Bank from time to time; (c) made in immediately available funds, or such other type of funds selected by the Bank; (d) evidenced by records kept by the Bank. In addition, the Bank may, at its discretion, require the Borrower to sign one or more promissory notes.

  • Deposits and Payments A $1,500 per person deposit is required with your reservation. A second deposit in the amount of $2,500 is due 3/30/24. Final payment is due 5/10/24. All payments can be made by credit card or check.

  • Deliveries at the Closing At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!