Certain Disbursements/Receipts Sample Clauses

Certain Disbursements/Receipts. The Parties hereto contemplate that, from time to time on or after the Effective Time, a member of a Party’s Group (any such member, the “Paying Party”), as a convenience to a member of the other Party’s Group (the “Responsible Party”), in connection with the transactions contemplated by this Services Agreement, may make certain payments that are properly the responsibility of the Responsible Party (any such payment made, a “Disbursement”). Similarly, from time to time on or after the Effective Time, a member of a Party’s Group (any such member, the “Receiving Party”) may receive from Third Parties certain payments to which a member of the other Party’s Group is entitled (the “Other Party”, and any such payment received, a “Receipt”). Accordingly, with respect to Disbursements and Receipts (each of which shall be subject to Section 3.4), the Parties hereto agree as follows.

Certain Disbursements/Receipts. The parties hereto contemplate that, from time to time, including following the Merger, ▇▇▇▇▇▇ Entities and/or Spinco Entities (any such party, the “Paying Party”), as a convenience to another Spinco Entity or ▇▇▇▇▇▇ Entity, as the case may be (the “Responsible Party”), in connection with the transactions contemplated by this Services Agreement, may make certain payments that are properly the responsibility of the Responsible Party (any such payment made, a “Disbursement”). Similarly, from time to time, ▇▇▇▇▇▇ Entities and/or Spinco Entities (any such party, the “Payee”) may receive from third parties certain payments to which another Spinco Entity or ▇▇▇▇▇▇ Entity, as the case may be, is entitled (any such party, the “Other Party”, and any such payment received, a “Receipt”).

Certain Disbursements/Receipts. The parties hereto contemplate that, from time to time, ▇▇▇▇▇▇-related entities and/or ▇▇▇▇▇▇▇-related entities (any such party, the “Paying Party”), as a convenience to another ▇▇▇▇▇▇▇-related entity or ▇▇▇▇▇▇-related entity, as the case may be (the “Responsible Party”), in connection with the transactions contemplated by this Services Agreement, may make certain payments that are properly the responsibility of the Responsible Party (any such payment made, a “Disbursement”). Similarly, from time to time, ▇▇▇▇▇▇ Entities and/or ▇▇▇▇▇▇▇ Entities (any such party, the “Receiving Party”) may receive from third parties certain payments to which another ▇▇▇▇▇▇▇-related entity or ▇▇▇▇▇▇-related entity, as the case may be, is entitled (any such party, the “Other Party”, and any such payment received, a “Receipt”).

Certain Disbursements/Receipts. (a) The Parties hereto contemplate that, from time to time after the Closing Date, one Party, as a convenience to the other Party in connection with the Services, may make certain payments that are properly the responsibility of the other Party, including any Taxes relating thereto (any such payment made, a “Disbursement”). Similarly, the Parties contemplate that, from time to time after the Closing Date, one Party may receive from third parties certain payments to which the other Party is entitled (any such payment received, including without limitation accounts receivable collected as part of the Services and any receivables that are part of the Carve-Out Transaction, a “Receipt”). The Party making the Disbursement shall be entitled to collect from the other Party an amount equal to the amount of any such Disbursement, plus any out-of-pocket costs incurred by the Paying Party related to the processing and payment of such Disbursement (including, without limitation, any bank charges), all of which shall be invoiced by the paying Party and paid within thirty (30) days of receipt of the relevant invoice by the responsible Party in accordance with the provisions of this Section 5. A paying Party shall provide such supporting documentation regarding Disbursements for which it is seeking reimbursement as the responsible Party may reasonably request. The Party receiving payments owed to the other Party shall remit Receipts monthly in arrears to the other Party. The Party receiving any Receipt shall pay to the other Party an amount equal to the aggregate amount of Receipts for such prior month minus any out-of-pocket costs incurred by the receiving Party related to the processing and payment of such Receipts (including without limitation any bank charges), all of which shall be paid in accordance with this Section 5. All amounts payable under this Section 5 shall be invoiced and paid in the currency in which the applicable paying Party or receiving party paid or received such Disbursement, Receipt, or out-of-pocket cost, as the case may be, and shall be paid by wire transfer of immediately available funds. (b) Notwithstanding anything to the contrary set forth above, if, with respect to any particular transaction, it is impossible or impracticable under the circumstances to comply with the procedures set forth in Section 5(a), the Parties will cooperate to find a mutually agreeable alternative that will achieve substantially similar economic results from the poi...

Certain Disbursements/Receipts. The Parties hereto contemplate that, from time to time on or after the Closing Date, a Party and/or its Affiliates (any such person, the "Paying Party"), as a convenience to, and at the request or with the prior approval of, the other Party and its Affiliates (the "Responsible Party"), in connection with the transactions contemplated by this TSA or the Purchase Agreement, may make certain payments that are properly the responsibility of the Responsible Party (whether pursuant to the Purchase Agreement or this TSA or otherwise (any such payment made, a "Disbursement"). Similarly, from time to time on or after the Closing Date, a Party and its Affiliates (any such person, the "Receiving Party") may receive from third parties certain payments to which the other Party and/or its Affiliates, as the case may be, is entitled (any such person, the "Other Party", and any such payment received, a "Receipt"). Accordingly, with respect to Disbursements and Receipts, the Parties hereto agree as follows:

Certain Disbursements/Receipts. The Parties hereto contemplate that, from time to time on or after the Closing Date, the Seller Entities or their Affiliates (each a "Seller Party" and collectively, the "Seller Parties") and/or the Buyer Entities (each a "Buyer Party" and collectively, the "Buyer Parties") (any such party, the "Paying Party"), as a convenience to another Buyer Party or Seller Party, as the case may be (the "Responsible Party"), in connection with the transactions contemplated by this Services Agreement or the Asset Purchase Agreement, may make certain payments that are properly the responsibility of the Responsible Party (whether pursuant to the Asset Purchase Agreement, this Services Agreement, any other agreement contemplated thereby) (any such payment made, a "Disbursement"). Similarly, from time to time on or after the Closing Date, Seller Parties and/or Buyer Parties (any such party, the "Receiving Party") may receive from third parties certain payments to which another Buyer Party or Seller Party, as the case may be, is entitled (any such Party, the "Other Party", and any such payment received, a "Receipt"). Accordingly, with respect to Disbursements and Receipts, the Parties hereto agree as follows: