Common use of Customer Deductions Clause in Contracts

Customer Deductions. 1. Following the Closing, but subject to Section 8(m), (n), (o) and (q), Buyer shall reimburse Seller for all deductions taken or made by customers or other third parties against any accounts receivable or invoices of Seller and its affiliates or otherwise charged to the account of Seller or its affiliates to the extent relating to the Business after the Closing, including any of the foregoing, which arise out of any trade promotion or trade allowance programs or consumer promotion programs of the type described in Sections 8(m), (n), (o) and (q) (including coupons and free-standing inserts) relating to the Business. 2. Each party shall comply with the following procedures in dealing with such deductions and other charges to the account of Seller or its affiliates for which Seller seeks reimbursement from Buyer: a. Seller shall give written notice (the "Deduction Notice") to Buyer of any such deductions and other charges to the account of Seller or its affiliates within 90 days following Seller's (or its applicable affiliate's) receipt and identification thereof; provided that the failure to give such notice within 90 days shall not affect Seller's rights hereunder, except to the extent that Buyer is actually prejudiced thereby; and b. Within ten (10) business days following delivery of a Deduction Notice, Buyer shall tender to Seller a check or wire transfer in the aggregate amount of such deductions or other charges to the account of Seller or its affiliates that are set forth therein. Late payments of any such amounts shall bear interest at the Applicable Rate. 3. Nothing in this Section 8(p) shall restrict Buyer from contesting any deductions or charges that a customer or third party has taken or made; provided that Buyer reimburses Seller for the deductions or charges so made or taken and seeks to recover the alleged wrongful deductions or charges directly from the customer or third party.

Customer Deductions. 1. (i) Following the Closing, but subject to Section 8(m), (n), (o) and (q), Buyer shall reimburse Seller Kraft for all deductions taken or made by customers or other third parties against any accounts receivable or invoices of Seller Kraft and its affiliates or otherwise charged to the account of Seller or its affiliates to the extent relating to the Business after the Closing, including any of the foregoing, which arise Affiliates arising out of any trade promotion (including in-ad coupons) or trade allowance programs or consumer promotion programs discounts arising out of the type described in Sections 8(m), (n), (o) and (q) (including coupons and free-standing inserts) relating to the Business. 2. (ii) Each party shall comply with the following procedures in dealing with such customer deductions and other charges to the account of Seller or its affiliates for which Seller Kraft seeks reimbursement from Buyer: a. Seller (A) Kraft shall give written notice (the "Deduction Notice") to Buyer of any such customer deductions and other charges to the account of Seller or its affiliates within 90 days following SellerKraft's (or its applicable affiliate's) receipt and identification thereof; provided that the failure to give such notice within 90 days shall not affect SellerKraft's rights hereunder, except to the extent that Buyer is actually prejudiced thereby; and b. (B) Within ten (10) business days following delivery of a Deduction Notice, Buyer shall tender to Seller Kraft a check or wire transfer in the aggregate amount of such the customer deductions or other charges to the account of Seller or its affiliates that are set forth therein. Any amounts not tendered to Kraft on a timely basis may be offset against any proceeds from accounts receivable relating to the Business that Kraft is otherwise required to forward to Buyer pursuant to Section 5(g) or against any amounts that Kraft owes to Buyer pursuant to any other provision of this Agreement or any of the Ancillary Agreements. Late payments of any such amounts shall bear simple interest at the Applicable Rate. 3. (iii) Nothing in this Section 8(p7(e) shall restrict Buyer from contesting any deductions or charges deduction that a customer or third party has taken or made; provided that Buyer reimburses Seller Kraft for the deductions or charges deduction so made or taken and seeks to recover the alleged wrongful deductions or charges deduction directly from the customer or third partycustomer.

Customer Deductions. 1. (i) Following the Closing, but subject to Section 8(m), (n), (o) and (q), Buyer shall ------------------- reimburse Seller for all deductions to the extent relating to the Business, taken or made by customers or other third parties against any accounts receivable or invoices of Seller and its affiliates or otherwise charged to the account of Seller or its affiliates to the extent relating to the Business after the Closing, affiliates; including any of the foregoing, foregoing which arise out of any trade promotion or trade allowance programs or consumer promotion programs of the type described in Sections 8(m), (n), (o) and (q) (including coupons and free-standing inserts) relating to the Business. 2. (ii) Each party shall comply with the following procedures in dealing with such deductions and other charges to the account of Seller or its affiliates for which Seller seeks reimbursement from Buyer: a. (A) Seller shall give written notice (the "Deduction Notice") to ---------------- Buyer of any such deductions and other charges to the account of Seller or its affiliates within 90 180 days following Seller's (or its applicable affiliate's) of receipt and identification thereof; provided that of the failure to give such notice within 90 days shall not affect Seller's rights hereunder, except to the extent that Buyer is actually prejudiced therebycustomer deduction together with reasonable supporting documentation in connection therewith; and b. (B) Within ten (10) 45 business days following delivery of a Deduction Notice, Buyer shall tender to Seller a check or wire transfer in the aggregate amount of such deductions or other charges to the account of Seller or its affiliates that are set forth therein. Late payments of any such amounts shall bear interest at the Applicable Rate. 3. (iii) Nothing in this Section 8(p7(c) shall restrict Buyer from contesting ------------ any deductions or charges that a customer or third party has taken or made; provided that Buyer reimburses Seller for the deductions or charges so -------- made or taken and seeks to recover the alleged wrongful deductions or charges directly from the customer or third party. (iv) Seller's rights under this Section 7(c) shall terminate with ------------ respect to any claim for reimbursement not evidenced by a Deduction Notice delivered on or prior to the first anniversary of the Closing Date.