Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance shall be made promptly when available after any request by Buyer. (B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders for a period of three (3) years after the Closing Date. (C) The Company and the Shareholders will reasonably cooperate with Buyer in notifying the customers included on the Customer List that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither the Company nor the Shareholders will, directly or (D) Following the Closing, the Company and the Shareholders or any affiliate of the Company (as defined under federal securities laws), shall not use the name "Digiweb" or any confusingly similar name to said trade name in any trade or business, other than as an employee of Buyer or an affiliate of Buyer. (E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company agrees not to contact any customers to whom the accounts receivable relate without the prior written consent of Buyer. During the first 60 days after the Closing, receivables collected with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such Customer. (F) If Buyer or Parent determine that any additional audited financial statements of the Company are required for any period prior to Closing, the Company and Shareholders shall reasonably cooperate and provide assistance in connection with the preparation and audits of such financial statements of the Company conducted by Buyer and/or Parent after the Closing, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, available to Buyer, its affiliate and/or its auditors upon request. The expense of any such audit shall be paid by Buyer. (G) Within thirty (30) days after the Closing Date, the parties will make a determination of (i) the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods prior to and subsequent to the Closing Date. An adjustment shall be made between the parties to the extent the Closing Date amount of the Deferred Revenue and Expenses is more or less than the respective actual amounts thereof computed after the Closing. The aforesaid adjustments shall be netted and the party owing the netted amount shall
Appears in 2 contracts
Samples: Asset Purchase Agreement (Interliant Inc), Asset Purchase Agreement (Interliant Inc)
Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance shall be made promptly when available after any request by Buyer. Buyer shall only reimburse the Company for reasonable out-of-pocket expenses incurred in rendering such assistance, but not for any time of any personnel.
(B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing DateDate which are not part of the Purchased Assets, which documents will be maintained by the Company and the Shareholders Shareholder for a period 17 18 of three (3) years after the Closing Date.
(C) The Company and the Shareholders Shareholder will reasonably cooperate with Buyer in notifying the customers included on the Customer List that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither the Company nor the Shareholders Shareholder will, directly oror indirectly, take any action which is designed or intended to have the effect of discouraging customers, suppliers or vendors and other business associates of the Business, from maintaining the same business relationships with Buyer or its successors and/or assigns after the Closing Date as were maintained with the Company and/or the Shareholder with respect to the Business prior to the Closing Date.
(D) Following the Closing, the Company and the Shareholders Shareholder or any affiliate of the Company (as defined under federal securities laws), shall not use the name "DigiwebTelephonetics" or any confusingly similar name to said trade name in any trade or business, other than as an employee of Buyer or an affiliate of Buyer.
(E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company agrees not shall have the right to contact any customers to whom the accounts receivable relate without the prior written consent of Buyer. During the first 60 days dissolve after the Closing; however, receivables collected with respect to a Customer the Shareholder shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer continue to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such Customerliable under this Agreement.
(F) If Buyer or Parent determine that any additional audited financial statements of the Company are required for any period prior to Closing, the Company and Shareholders shall reasonably cooperate and provide assistance in connection with the preparation and audits of such financial statements of the Company conducted by Buyer and/or Parent after the Closing, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, available to Buyer, its affiliate and/or its auditors upon request. The expense of any such audit shall be paid by Buyer.
(G) Within thirty (30) days after the Closing Date, the parties will make a determination of (i) the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods prior to and subsequent to the Closing Date. An adjustment shall be made between the parties to the extent the Closing Date amount of the Deferred Revenue and Expenses is more or less than the respective actual amounts thereof computed after the Closing. The aforesaid adjustments shall be netted and the party owing the netted amount shall
Appears in 2 contracts
Samples: Asset Purchase Agreement (Interliant Inc), Asset Purchase Agreement (Interliant Inc)
Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance shall be made promptly when available after any request by Buyer. Buyer shall only reimburse the Company for reasonable out-of-pocket expenses incurred in rendering such assistance, but not for any time of any personnel.
(B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders for a period of three (3) years after the Closing Date.
(C) The Company and the Shareholders will Dabbx xxxl reasonably cooperate with Buyer or Parent in notifying the customers included on the Customer List that the Business has been sold to Buyer, including, without limitation, executing any additional notices other than those described in Section 2. Paragraph (N) of this Article, which the Company, Dabbx xxx Buyer may agree upon.
(C) The Company will forward to Buyer promptly upon receipt, any fees it receives after the Closing which Buyer may reasonably request. Neither Date as payment for all or part of the Accounts Receivable or from customers of the Business arising from services provided or products sold either by the Company nor the Shareholders willor by Buyer or its successors and/or assigns, directly oron, prior to or after February 28, 1998.
(D) Between February 28, 1998 and the Closing Date, the Company and Dabbx xxxrant and represent that they have not withdrawn, expended or applied any cash or other assets of the Company, except in the ordinary course of operations of the Business of the Company in accordance with past practices of the Company.
(E) Following the Closing, the Company and the Shareholders Dabbx, xx either of them, or any affiliate of the Company (as defined under federal securities laws), shall will not use the name "DigiwebClever Computer" or "Digital Landlord" or any confusingly similar name to either of said trade name names in any trade or business, other than as an employee of Buyer or an affiliate of Buyer.
(E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company agrees not to contact any customers to whom the accounts receivable relate without the prior written consent of Buyer. During the first 60 days after the Closing, receivables collected with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such Customer.
(F) If Buyer or Parent determine that any additional audited financial statements of the Company are required for any period prior to Closing, the Company and Shareholders shall reasonably cooperate and provide assistance in connection with the preparation and audits of such financial statements of the Company conducted by Buyer and/or Parent after the Closing, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, available to Buyer, its affiliate and/or its auditors upon request. The expense of any such audit shall be paid by Buyer.
(G) Within thirty (30) days after the Closing Date, the parties will make a determination of (i) the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods prior to and subsequent to the Closing Date. An adjustment shall be made between the parties to the extent the Closing Date amount of the Deferred Revenue and Expenses is more or less than the respective actual amounts thereof computed after the Closing. The aforesaid adjustments shall be netted and the party owing the netted amount shall
Appears in 1 contract
Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate necessary during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance Buyer shall be made promptly when available after reimburse the Company for reasonable out-of-pocket expenses incurred in rendering such cooperation and assistance, but not for any request time of any personnel. The Company shall introduce the Buyer to Bernx Xxxxxx xx Software Strategies (770 -475-4249), the consultant retained by Buyerthe Company in connection with the Company's negotiations with Microsoft relating to the Company's inclusion in the Microsoft front page program.
(B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders for a period of three five (35) years after the Closing Date. The Company and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Buyer relating to the Business acquired by the Buyer pursuant to this Agreement, which documents will be maintained by the Buyer for a period of five (5) years after the Closing Date.
(C) The Company and the Shareholders will reasonably cooperate with Buyer in notifying the customers included on the Customer List (other than the Excluded Customers) that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither The Company will not, directly or indirectly, take any action which is designed or intended to have the effect of discouraging customers, suppliers or vendors and other business associates of the Business, from maintaining the same business relationships with Buyer or its successors and/or assigns after the Closing Date as were maintained with the Company nor with respect to the Shareholders will, directly orBusiness prior to the Closing Date.
(D) The Buyer shall use its reasonable commercial efforts, without out-of-pocket cost to Buyer, to collect, on behalf of the Company, all Closing Accounts Receivable of the Company. If payment of any Closing Account Receivable is received by the Company, it shall promptly forward to Buyer the full amount so received. The Company will cooperate with Buyer in establishing a bank account of Buyer in the name of "HostAmerica" in order to 17 18 facilitate the negotiation of checks received from customers of the Business after the Closing. The Company shall promptly negotiate and forward to Buyer any and all payments received by Company with respect to the Purchased Assets on and after the Closing Date.
(E) All of the Company's right, title and interest in and to the name "HostAmerica" constitutes a Purchased Asset and has been transferred to the Buyer in accordance with this Agreement. Following the Closing, neither the Company and the Shareholders or nor any affiliate of the Company (as defined under federal securities laws), shall not use the name "DigiwebHostAmerica" or any confusingly similar name to said trade name in any trade or business, other than as an employee of Buyer or an affiliate of Buyer.
(E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company expressly acknowledges, understands and agrees (i) that remedies at law for any breach of this Article IV, Section 2((E) will be inadequate, (ii) that the damages resulting from such breach are not readily susceptible to contact measurement in monetary terms and (iii) that the Buyer shall be entitled to immediate injunctive relief and may obtain temporary and permanent orders restraining any customers to whom threatened or further breach of this Article IV, Section 2(E) by the accounts receivable relate without the prior written consent of BuyerCompany. During the first 60 days after the Closing, receivables collected The Company has been advised by its counsel with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as meaning and effect of the Closingthis Article IV, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such CustomerSection 2(E).
(F) If Buyer or Parent determine that any additional audited financial statements of the Company are required for any period prior to Closing, the Company and Shareholders shall reasonably cooperate and provide assistance in connection with the preparation and audits of such financial statements of the Company conducted by Buyer and/or Parent after the Closing, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, available to Buyer, its affiliate and/or its auditors upon request. The expense of any such audit shall be paid by Buyer.
(G) Within thirty (30) days after the Closing Date, the parties will make a determination of (i) the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods prior to and subsequent to the Closing Date. An adjustment shall be made between the parties to the extent the Closing Date amount of the Deferred Revenue and Expenses is more or less than the respective actual amounts thereof computed after the Closing. The aforesaid adjustments shall be netted and the party owing the netted amount shall
Appears in 1 contract
Samples: Asset Purchase Agreement (Homecom Communications Inc)
Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance shall be made promptly when available after any request by Buyer. Buyer shall only reimburse the Company for reasonable out-of-pocket expenses incurred in rendering such assistance, but not for any time of any personnel.
(B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders Shareholder for a period of three five (35) years after the Closing Date.
(C) . The Company and the Shareholders will reasonably cooperate with Buyer in notifying the customers included on the Customer List that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither the Company nor the Shareholders will, directly or
(D) Following the Closing, the Company and the Shareholders or any affiliate of the Company (as defined under federal securities laws), shall not use the name "Digiweb" or any confusingly similar name to said trade name in any trade or business, other than as an employee of Buyer or an affiliate of Buyer.
(E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company agrees not to contact any customers to whom the accounts receivable relate without the prior written consent of Buyer. During the first 60 days after the Closing, receivables collected with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such Customer.
(F) If Buyer or Parent determine that any additional audited financial statements of the Company are required for any period prior to Closing, the Company and Shareholders Shareholder shall reasonably cooperate and provide assistance in connection with the preparation or revisions to and audits of such the financial statements of the Company conducted by Buyer and/or Parent after the Closing, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, available to Buyer, its affiliate and/or its auditors upon request.
(C) The Company and the Shareholder will reasonably cooperate with Buyer in notifying the customers included on the Customer List that the Business has been sold to Buyer, including, without limitation, executing any additional notices which Buyer may reasonably request. Neither the Company nor the Shareholder will, directly or indirectly, take any action which is designed or intended to have the effect of discouraging customers, suppliers or vendors and other business associates of the Business, from maintaining the same business relationships with Buyer or its successors and/or assigns after the Closing Date as were maintained with the Company and/or the Shareholder with respect to the Business prior to the Closing Date.
(D) The expense Buyer and/or its Parent shall have the right to use the Company's existing facility at the Site listed on Exhibit C-3, for a period from the Closing Date up to October 31, 1998, to operate and maintain the Business. Buyer shall reimburse the Company, within 10 days of any the receipt by Buyer of an appropriate invoice, in an amount equal to the rent and additional operating expenses paid by the Company for said facility during the period of such audit use which the parties acknowledge to be approximately $21,000; consisting of $9,000 in rent, $9,000 in connectivity charges and $3,000 in electric charges. Additionally, the Buyer or its Parent shall be paid billed by the Company for any direct telephone charges allocable to Buyer's or Parent's use of telephones at the site during said period of use as well as any unforeseen reasonable operating expenses approved by Buyer.
(GE) Within thirty (30) days after Following the Closing DateClosing, the parties will make a determination of (i) Company and the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods prior to and subsequent to the Closing Date. An adjustment shall be made between the parties to the extent the Closing Date amount Shareholder or any affiliate of the Deferred Revenue and Expenses is more Company (as defined under federal securities laws), shall not use the name "GEN International" or less any confusingly similar name to said trade name in any trade or business, other than the respective actual amounts thereof computed after the Closing. The aforesaid adjustments shall be netted and the party owing the netted amount shallas an employee of Buyer or an affiliate of Buyer.
Appears in 1 contract
Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate necessary during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance Buyer shall be made promptly when available after reimburse the Company for reasonable out-of-pocket expenses incurred in rendering such cooperation and assistance, but not for any request time of any personnel. The Company shall introduce the Buyer to Bernx Xxxxxx xx Software Strategies (770 -475-4249), the consultant retained by Buyerthe Company in connection with the Company's negotiations with Microsoft relating to the Company's inclusion in the Microsoft front page program.
(B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders for a period of three five (35) years after the Closing Date. The Company and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Buyer relating to the Business acquired by the Buyer pursuant to this Agreement, which documents will be maintained by the Buyer for a period of five (5) years after the Closing Date.
(C) The Company and the Shareholders will reasonably cooperate with Buyer in notifying the customers included on the Customer List (other than the Excluded Customers) that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither The Company will not, directly or indirectly, take any action which is designed or intended to have the effect of discouraging customers, suppliers or vendors and other business associates of the Business, from maintaining the same business relationships with Buyer or its successors and/or assigns after the Closing Date as were maintained with the Company nor with respect to the Shareholders will, directly orBusiness prior to the Closing Date.
(D) Following the ClosingThe Buyer shall use its reasonable commercial efforts, the Company and the Shareholders or any affiliate of the Company (as defined under federal securities laws)without out-of-pocket cost to Buyer, shall not use the name "Digiweb" or any confusingly similar name to said trade name in any trade or businesscollect, other than as an employee of Buyer or an affiliate of Buyer.
(E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval on behalf of the Company, expend such additional efforts and retain a fee equal to 25% all Closing Accounts Receivable of the collections on such accountsCompany. If payment of any Closing Account Receivable is received by the Company, it shall promptly forward to Buyer the full amount so received. The Company agrees not will cooperate with Buyer in establishing a bank account of Buyer in the name of "HostAmerica" in order to contact any facilitate the negotiation of checks received from customers to whom of the accounts receivable relate without the prior written consent of Buyer. During the first 60 days Business after the Closing, receivables collected with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such Customer.
(F) If Buyer or Parent determine that any additional audited financial statements of the Company are required for any period prior to Closing, the Company and Shareholders shall reasonably cooperate and provide assistance in connection with the preparation and audits of such financial statements of the Company conducted by Buyer and/or Parent after the Closing, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, available to Buyer, its affiliate and/or its auditors upon request. The expense of any such audit shall be paid by Buyer.
(G) Within thirty (30) days after the Closing Date, the parties will make a determination of (i) the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods prior to and subsequent to the Closing Date. An adjustment shall be made between the parties to the extent the Closing Date amount of the Deferred Revenue and Expenses is more or less than the respective actual amounts thereof computed after the Closing. The aforesaid adjustments shall be netted and the party owing the netted amount shall
Appears in 1 contract
Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance shall be made promptly when available after any request by Buyer. Buyer shall only reimburse the Company for reasonable out-of-pocket expenses incurred in rendering such assistance, but not for any time of any personnel.
(B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders for a period of three five (35) years after the Closing Date.
(C) The Company Company, Shareholders and the Shareholders AS will reasonably cooperate with Buyer in notifying the customers included on the Customer List that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither the Company Company, Shareholders nor the Shareholders AS, nor any of them, will, directly oror indirectly, take any action which is designed or intended to have the effect of discouraging customers, suppliers or vendors and other business associates of the Business, from maintaining the same business relationships with Buyer or its successors and/or assigns after the Closing Date as were maintained with the Company and/or Shareholders and/or AS with respect to the Business prior to the Closing Date.
(D) The Buyer will attempt, without out-of-pocket cost to Buyer, to collect, on behalf of the Company, all Closing Accounts Receivable of the Company. The Buyer will be entitled, as agreed reimbursement of Buyer's overhead, to receive and retain 25% of all Closing Accounts Receivable received by Buyer, Company, any Shareholder or AS. In the event payment of any Closing Account Receivable is received by the Company, any Shareholder or AS, they shall promptly forward to Buyer the full amount so received. Buyer will forward to the Company by the 15th day after the month in which such amount is received, 75% of any amounts it receives as payment for all or part of the Closing Accounts Receivable from the Company, Shareholders, AS or any third party. The Company shall provide a monthly report of collections to Shareholders. The Company, Shareholders and AS will forward to Buyer any amounts any of them receive from customers of the Business relating to any matter other than Excluded Assets.
(E) Following the Closing, the Company Company, Shareholders, and the Shareholders AS, and each of them, or any affiliate of the Company (as defined under federal securities laws), shall not use the name "DigiwebTri Star" or any confusingly similar name to said trade name in any trade or business, other than as an employee of Buyer or an affiliate of Buyer.
(E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company agrees not to contact any customers to whom the accounts receivable relate without the prior written consent of Buyer. During the first 60 days after the Closing, receivables collected with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such Customer.
(F) If Buyer or Parent determine that any additional audited financial statements of the Company are required for any period prior to Closing, the Company and Shareholders shall reasonably cooperate and provide assistance in connection with the preparation and audits of such financial statements of the Company conducted by Buyer and/or Parent after the Closing, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, available to Buyer, its affiliate and/or its auditors upon request. The expense of any such audit shall be paid by Buyer.
(G) Within thirty (30) days after the Closing Date, the parties will make a determination of (i) the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods prior to and subsequent to the Closing Date. An adjustment shall be made between the parties to the extent the Closing Date amount of the Deferred Revenue and Expenses is more or less than the respective actual amounts thereof computed after the Closing. The aforesaid adjustments shall be netted and the party owing the netted amount shall
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Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate during the transition of the Devcom Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance shall be made promptly when available after any request by Buyer. Buyer shall only reimburse the Company for reasonable out-of-pocket expenses incurred in rendering such assistance, but not for any time of any personnel.
(B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Devcom Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders for a period of three five (35) years after the Closing Date.
(C) . The Company and the Shareholders will reasonably cooperate with Buyer in notifying the customers included on the Customer List is aware that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither the Company nor the Shareholders will, directly or
(D) Following the Closing, the Company and the Shareholders or any affiliate of the Company (as defined under federal securities laws), shall not use the name "Digiweb" or any confusingly similar name to said trade name in any trade or business, other than as an employee of Buyer or an affiliate of Buyer.
(E) Following , intends to have the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company agrees not to contact any customers to whom the accounts receivable relate without the prior written consent of Buyer. During the first 60 days after the Closing, receivables collected with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising after the Closing, and then the balance remaining, if an, will be delivered to the Company to be applied against any receivable of that Customer which was greater than 60 days old as of the Closing. All other receivables collected with respect to a Customer shall, to the extent the Buyer has receivables with respect to such Customer, first be applied against Buyer's receivables for that Customer and the balance of such amount collected, if any, shall be applied to the Company's outstanding receivables from such Customer.
(F) If Buyer or Parent determine that any additional audited financial statements of the Company are required relating to the Devcom Business for any period prior to Closingat least the years ending December 1995, the 1996 and 1997, audited at Buyer's expense. The Company and Shareholders shall reasonably cooperate and provide assistance in connection with the preparation and audits of such financial statements of the Company conducted by Buyer and/or Parent after the Closingaudits, including, without limitation, making Company's internal accounting and auditing personnel, as well as its external accounting personnel, personnel available to Buyer, its affiliate and/or its auditors upon request. The expense of any such audit shall be paid by Buyer.
(GC) Within thirty (30) days The Company will reasonably cooperate with Buyer in notifying the customers included on the Customer List that the Devcom Business has been sold to Buyer, including, without limitation, executing any additional notices which Buyer may reasonably request. The Company will not, directly or indirectly, take any action which is designed or intended to have the effect of discouraging customers, suppliers or vendors and other business associates of the Devcom Business, from maintaining the same business relationships with Buyer or its successors and/or assigns after the Closing Date, Date as were maintained with the parties will make a determination of (i) Company with respect to the actual Deferred Revenue on an accrual basis as at the Closing Date; and (ii) the Expenses allocable to periods Business prior to and subsequent to the Closing Date. An adjustment .
(D) In the event payment of any Closing Account Receivable is received by the Company, the Company shall be made between promptly forward to Buyer the parties to the extent the Closing Date full amount so received, and Buyer shall retain such payment as part of the Deferred Revenue and Expenses is more or less than the respective actual amounts thereof computed after the ClosingPurchased Assets. The aforesaid adjustments shall be netted and Company will forward to Buyer any amounts it receives from customers of the party owing the netted amount shallDevcom Business relating to any matter other than Excluded Assets.
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Samples: Asset Purchase Agreement (Nextron Communications Inc)
