Run-Off Period Clause Samples

Run-Off Period. 9.6.1 From and after the Closing, the Companies may receive and, for a period of 90 days following the Closing (the "Run-off Period") shall use commercially reasonable efforts to collect in the ordinary course of business, funds in payment or satisfaction of (a) Pre-Closing Accounts Receivable, (b) Pre-Closing Warranty Claims and (c) Excluded Insurance Proceeds. The Sellers shall be liable for and shall pay the Companies for all Pre-Closing Accounts Payable that are paid by or on behalf of the Companies. 9.6.2 Not later than five Business Days after, first, the 45th day of the Run-off Period, and second, the last day of the Run-off Period, the Companies shall provide the Sellers with a written statement identifying in reasonable detail (i) funds actually received by the Companies in payment of Pre-Closing Accounts Receivable, Pre-Closing Warranty Claims, and Excluded Insurance Proceeds for such period (the aggregate amount received is the "Pre Closing Assets Amount"), and (ii) amounts paid by or on behalf of the Companies in satisfaction of Pre-Closing Accounts Payable for such period (such aggregate amount is the "Pre-Closing Liabilities Amount"). 9.6.3 If the Pre-Closing Assets Amount is greater than the Pre-Closing Liabilities Amount after either measurement period described in Section 9.6.2, the Companies shall pay to the Sellers not later than 10 Business Days after each such determination the amount of such excess to the accounts set forth on Annex B. The Sellers (a) shall agree among themselves as to the allocation and distribution of the such payment, and shall be solely responsible for distributing such amount to Persons entitled to a portion thereof, and (b) acknowledge that upon the Companies' payment of such amount to the account set forth on Annex B, Buyers and the Companies' obligations pursuant to this Section 9.6.3 shall be fully satisfied. 9.6.4 If the Pre-Closing Assets Amount is less than the Pre-Closing Liabilities Amount after either measurement period described in Section 9.6.2, the Sellers shall pay to the Companies not later than 10 Business Days after each such determination period the amount of such shortfall to an account designated in writing by the Buyers and the Companies. 9.6.5 If, after the last day of the Run-off Period, the Companies receive funds in payment or satisfaction of Pre-Closing Accounts Receivable, Pre-Closing Warranty Claims, or Excluded Insurance Proceeds, the Companies shall promptly notify the Sellers in wri...

Run-Off Period. (a) Notwithstanding the termination or expiry of this Contract, EnergyAustralia will continue to sell the Customer electricity consumed at the Connection Points on the terms of this Contract until another electricity retailer becomes Financially Responsible for the relevant Connection Points (the Run Off Period). The Customer must pay EnergyAustralia any Charges and otherwise continue to comply with the terms of this Contract during any Run Off Period. (b) During any Run Off Period, Energy Charges and Environmental Charges will be calculated at a Default Rate.

Run-Off Period. If, five months prior to the end of the Term or, in the case of a termination for cause, within seven (7) days following NextCard's receipt of Amaz▇▇.▇▇▇'▇ ▇ermination notice, Amaz▇▇.▇▇▇ ▇▇▇s not choose to purchase the existing portfolio of Co-Branded Accounts, then NextCard will immediately discontinue offering new Co-Branded Accounts and will continue servicing existing Co-Branded Accounts under the terms of this Agreement and any Loyalty Program until the expiration of each Co-Branded Card or Account. In such circumstances, replacement Co-Branded Cards will not be issued following their expiration. For a period of [*] from the end of the Term, Amaz▇▇.▇▇▇ ▇▇▇l not target (for example, by use of email or welcome greeting) Co-Branded Cardholders with an offer for any other bankcard, and, where reasonable, will identify and exclude Co-Branded Cardholders from any such offer solicitation. 8.4.1 Following any event of termination, the Customer Retention Fund shall be immediately distributed equally to the parties, after payment of all outstanding or accrued costs, expense, charges or other liabilities.

Run-Off Period. 8.1 Clauses 8.2 to 8.4 replace clause 6 of the MRC. 8.2 The Customer’s Benefit or Benefits specified in the BESA for each Connection Point listed (and any Roll-ins) apply from the Supply Start Date for the Connection Point until the Contract End Date. 8.3 After the Contract End Date, and until the Customer enters into a new Contract or another retailer becomes Financially Responsible for the relevant Connection Points (the Run-Off Period), the Benefit or Benefits will no longer apply, and this Contract will continue at the prices specified in the BESA (as varied) without the application of any Benefit or Benefits. 8.4 EnergyAustralia will contact the Customer with reasonable notice prior to the Contract End Date to advise the Customer that the Contract End Date is approaching.

Run-Off Period. (a) Beginning on the Run-Off Commencement Date, the obligations of the Company and its Subsidiaries to purchase or acquire any new HELOCs or other Assets under the Figure Connect Documents shall cease and the Company and its Subsidiaries shall cease acquiring or purchasing any such HELOCs or other Assets (provided, however, that, notwithstanding the foregoing, the Company and the Subsidiaries shall continue to perform any then outstanding obligations of the Company and the Subsidiaries (including, without limitation, the Pre-Existing Obligations)). Subject to the remainder of this Section 4.3, Administrative Member shall cause the Company and its Subsidiaries to use reasonable efforts to promptly in accordance with the determination of the Board, sell or dispose of all of the Company Assets held by the Company and its Subsidiaries or engage in any other liquidation transactions with respect to such Company Assets (it being understood that any such sales or disposals of Company Assets may be in tranches for all or a portion of the Company Assets and, notwithstanding anything to the contrary set forth herein or otherwise, the sale of any Retained Assets may only be undertaken to the extent permitted by applicable laws and regulations and securitization documents, and distribute the net cash proceeds from any such sales, dispositions, or other liquidation transactions of Company Assets (after payment of applicable expenses and providing for reserves agreed upon by the Members pursuant to Section 8.3(a)(xxx)) to the Members in accordance with Section 10.6(a) and Administrative Member and the Board shall in good faith seek to maximize the value to be received by the Members in any such transaction or transactions, including taking into account the potential tax exposure to a REIT from such transactions (including the tax implications of a sale through a taxable REIT subsidiary); provided, that prior to marketing all or any of the Company Assets for sale or other disposition, (i) Figure shall provide (acting on behalf of the Company in the case of a ROFO Notice for Company Assets), a ROFO Notice to Investor and either (x) Investor shall have declined or deemed to have declined to provide a ROFO Response Notice, pursuant to Section 4.3(c), or (y) Figure shall have declined or deemed to have declined to provide a ROFO Acceptance Notice pursuant to Section 4.3(c) (the occurrence of any of the foregoing in this clause (i), a “ROFO Waiver”) and (ii) Figure and the Co...

Run-Off Period. 8.1 Clauses 8.2 to 8.4 of these Multi-Site Terms and Conditions replace clause 6 of the MRC.

Run-Off Period. ATL agrees that, for a period of six calendar months after the termination of this agreement, Cortendo and its Sub-Licensees may continue to supply and sell ATL1103 Products that had already been manufactured or that Cortendo or its Sub-Licensees had already committed to supply or sell as at the date of expiry or termination of this agreement.

Run-Off Period