Common use of Refunds and Remittances Clause in Contracts

Refunds and Remittances. After the applicable Closing, if Seller or any of its affiliates receives any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 12.04. After the applicable Closing, if Purchaser or any of its affiliates receives any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to Seller at the address set forth in Section 12.04. After the applicable Closing, if Purchaser or any of its affiliates receives any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 12.04. After the applicable Closing, if Seller or any of its affiliates receives any refund or other amount which is related to claims, litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 12.04.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hormel Foods Corp /De/)

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Refunds and Remittances. After the applicable Closing, if Seller the Sellers or any of its affiliates receives their Affiliates receive any refund or other amount which is a Transferred Purchased Asset or is otherwise properly due and owing to Purchaser the Buyer or any of its Affiliates in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or shall cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 12.0412.8. After the applicable Closing, if Purchaser the Buyer or any of its affiliates receives Affiliates or their respective assigns receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller the Sellers, the Health Center Operator or any of its affiliates their respective Affiliates in accordance with the terms of this Agreement, Purchaser the Buyer promptly shall remit, or shall cause to be remitted, such amount to Seller the Sellers at the address set forth in Section 12.0412.8, or to the Health Center Operator, as the case may be. After the applicable Closing, if Purchaser the Buyer, its assignees or any of its affiliates receives their respective Affiliates receive any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which Seller is the Sellers are responsible hereunder, and which amount is not a Transferred Purchased Asset, or is otherwise properly due and owing to Seller the Sellers or the Health Center Operator in accordance with the terms of this Agreement, Purchaser the Buyer promptly shall remit, or cause to be remitted, such amount to Seller the Sellers at the address set forth in Section 12.0412.8. After the applicable Closing, if Seller the Sellers or any of its affiliates receives their Affiliates receive any refund or other amount which is related to claimsclaims Back to Table of Contents (including worker’s compensation), litigation, insurance or other matters for which Purchaser the Buyer is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 12.0412.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Retirement Corp)

Refunds and Remittances. Promptly following the Closing, the Sellers shall irrevocably authorize, instruct and direct that the customers of the Business shall make and deliver all payments on or after the Closing to such location, bank and account as Purchaser shall specify. After the applicable Closing, if Seller the Sellers or any of its affiliates receives their Affiliates receive any refund or other amount which is a Transferred an Acquired Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, remit or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 12.048.1. After the applicable Closing, if Purchaser or any of its affiliates receives Affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates the Sellers in accordance with the terms of this Agreement, Purchaser promptly shall remit, remit or shall cause to be remitted, such amount to the Seller at the address set forth in Section 12.048.1. After the applicable Closing, if Purchaser or any of its affiliates receives Affiliates receive any refund or other amount which is related to claims (including workers' compensation), litigation, insurance or other matters for which Seller is the Sellers are responsible hereunder, and which amount is not a Transferred an Acquired Asset, or is otherwise properly due and owing to Seller the Sellers in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to the Seller at the address set forth in Section 12.048.1. After the applicable Closing, if Seller the Sellers or any of its affiliates receives their Affiliates receive any refund or other amount which is related to claimsclaims (including workers' compensation), litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 12.048.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/)

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Refunds and Remittances. After the applicable Closing, if Seller or any of its affiliates the Seller Affiliates receives any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall will remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 12.04. After the applicable Closing, if Purchaser or any of its affiliates Affiliates receives any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates the Seller Affiliates in accordance with the terms of this Agreement, Purchaser promptly shall will remit, or shall cause to be remitted, such amount to Seller at the address set forth in Section 12.04. After the applicable Closing, if Purchaser or any of its affiliates Affiliates receives any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall will remit, or cause to be remitted, such amount to Seller at the address set forth in Section 12.04. After the applicable Closing, if Seller or any of its affiliates the Seller Affiliates receives any refund or other amount which is related to claimsclaims (including workers’ compensation), litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall will remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 12.04.

Appears in 1 contract

Samples: Asset Purchase Agreement (Target Corp)

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