Common use of Right to Control Payment Clause in Contracts

Right to Control Payment. Purchaser shall have the right, but not the obligation, to make any payment due from the Company with respect to any Excluded Liabilities which are not paid by the Company within five (5) Business Days following written request for payment from Purchaser; provided, however, that if the Company advises Purchaser in writing during such five (5) Business Day period that a good faith payment dispute exists or the Company has valid defenses to non-payment with respect to such Excluded Liability, then Purchaser shall not have the right to pay such Excluded Liability. The Company agrees to reimburse Purchaser promptly and in any event within five (5) Business Days following written notice of such payment by Purchaser for the amount of any payment made by Purchaser pursuant to this Section 2.7. Payment under this Section 2.7 shall be made promptly and in full.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Soy Energy, LLC), Asset Purchase Agreement (Central Iowa Energy, LLC), Asset Purchase Agreement (Western Iowa Energy, L.L.C.)

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Right to Control Payment. Purchaser shall have the right, but not the obligation, to make any payment due from Seller or the Company Subsidiaries with respect to any Excluded Liabilities which are not paid by Seller or the Company Subsidiaries within five (5) Business Days following written request for payment from Purchaser; provided, however, that if Seller or the Company advises Subsidiaries advise Purchaser in writing during such five (5) Business Day period that a good faith payment dispute exists or Seller or the Company has Subsidiaries have valid defenses to non-payment with respect to such Excluded Liability, then Purchaser shall not have the right to pay such Excluded Liability. The Company agrees Seller and the Subsidiaries agree to reimburse Purchaser promptly and in any event within five (5) Business Days following written notice of such payment by Purchaser for the amount of any payment made by Purchaser pursuant to this Section 2.7. Payment under this Section 2.7 shall be made promptly and in full2.9.

Appears in 1 contract

Samples: Asset Purchase Agreement (New York Mortgage Trust Inc)

Right to Control Payment. Purchaser shall have the right, but not the obligation, to make any payment due from the Company Seller with respect to any Excluded Liabilities which are not paid by the Company Seller within five (5) Business Days following written request for payment from Purchaser; provided, however, that if the Company Seller advises Purchaser in writing during such five (5) Business Day period that a good faith payment dispute exists or the Company Seller has valid defenses to non-payment with respect to such Excluded Liability, then Purchaser shall not have the right to pay such Excluded Liability. The Company Seller agrees to reimburse Purchaser promptly and in any event within five (5) Business Days following written notice of such payment by Purchaser for the amount of any payment made by Purchaser pursuant to this Section 2.72.8. Payment under this Section 2.7 2.8 shall be made promptly and in full., without regard to Article X.

Appears in 1 contract

Samples: Escrow Agreement (Darling International Inc)

Right to Control Payment. Purchaser shall have the right, but not the obligation, to make any payment due from any of the Company Sellers with respect to any Excluded Liabilities which are not paid by the Company an applicable Seller within five (5) Business Days following written request for payment from Purchaser; provided, however, that if the Company such applicable Seller advises Purchaser in writing during such five (5) Business Day period that a good faith payment dispute exists or the Company such Seller has valid defenses to non-payment with respect to such Excluded Liability, then Purchaser shall not have the right to pay such Excluded Liability. The Company Each of the Sellers agrees to reimburse Purchaser promptly and in any event within five (5) Business Days following written notice of such payment by Purchaser for the amount of any payment made by Purchaser pursuant to this Section 2.7. Payment under this Section 2.7 shall be made promptly and in full2.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (DXP Enterprises Inc)

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Right to Control Payment. Purchaser Buyer shall have the right, but not the obligation, to make any payment due from the Company Seller with respect to any Excluded Retained Liabilities which are not paid by the Company Seller within five (5) Business Days following written request for payment from PurchaserBuyer; provided, however, that if the Company Seller advises Purchaser Buyer in writing during such five (5) Business Day Day-period that a good faith payment dispute exists or the Company Seller has valid defenses to non-payment with respect to such Excluded Retained Liability, then Purchaser Buyer shall not have the right to pay such Excluded Retained Liability. The Company Seller agrees to reimburse Purchaser Buyer promptly and in any event within five (5) Business Days following written notice of such payment by Purchaser Buyer for the amount of any payment made by Purchaser Buyer pursuant to this Section 2.7. Payment under this Section 2.7 shall be made promptly and in full1.09.

Appears in 1 contract

Samples: Asset Purchase Agreement (DXP Enterprises Inc)

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