TransWestern's Post-Closing Collection Obligation Sample Clauses

TransWestern's Post-Closing Collection Obligation. From and after the Closing, TransWestern shall assume responsibility for all billing and collection activities associated with any Prior Edition of any Directory, including, but not limited to, collection of all trade accounts receivable outstanding as of the Closing (including local, foreign and national advertising accounts) (which accounts receivable collectively are referred to as "Sellers' Closing Accounts Receivable"). TransWestern shall apply any payments (including interest (if any)) collected by it hereunder first, to payment of Sellers' Closing Accounts Receivable on a customer-by-customer basis (with priority over payments owed to the Company by the same creditor for advertising services on Future Editions) until either Sellers' Closing Accounts Receivable are paid in full or the occurrence of the Accounts Receivable Measurement Date and shall remit such applicable amounts collected to Sellers on a weekly basis. During such time, TransWestern agrees to use collection methods consistent with its past custom and collection practice. TransWestern shall not settle or compromise amounts due under any Sellers' Closing Accounts Receivable without providing Sellers with seven (7) days prior notice of the proposed settlement or compromise, and Sellers and TransWestern shall cooperate and work jointly to reach agreement during such seven (7) day period with respect to all adjustments, settlements and write-offs to be taken in connection with any such settlement or compromise. Sellers agree to respond to all requests by TransWestern to evaluate any such settlement in a timely manner (and, in any event, shall respond to such notice by TransWestern within three (3) business days after receipt thereof). TransWestern shall deliver aging reports and a "cash received" journal for Customer Contracts to Sellers on a monthly basis prior to the Accounts Receivable Measurement Date. After such date, TransWestern in its discretion may terminate, without any further obligation to the Sellers hereunder or Sellers may require termination regarding, any collection efforts with respect to such Sellers' Closing Accounts Receivable. Sellers and their accountants reserve the right to examine (at their own expense, at reasonable times upon prior notice, and on a scope limited to the collection records at issue) the books and records of TransWestern during the period of time when TransWestern is responsible for the collection of Sellers' Closing Accounts Receivable to verify th...
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Related to TransWestern's Post-Closing Collection Obligation

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • Post-Closing Access In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Documentation at Closing The Purchaser shall have received prior to or at the Closing all of the following documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the Purchaser:

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