Common use of Payments on Account of the Purchased Assets Clause in Contracts

Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty Instruction, if Counterparty, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates), then (i) the portion of such payment that represents Royalties shall be held by the Seller (or such Affiliate) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such Affiliate) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, and (iii) the Seller (or such Affiliate) promptly, and in any event no later than two Business Days following the receipt by the Seller (or such Affiliate) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Royalty Pharma PLC), Purchase and Sale Agreement (Royalty Pharma PLC), Purchase and Sale Agreement (Royalty Pharma PLC)

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Payments on Account of the Purchased Assets. (a) Notwithstanding the terms of the Counterparty Instruction, if If Counterparty, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Assets, then (i) the portion of such payment that represents Royalties shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two five (5) Business Days following the receipt and identification by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment payment, without interest, to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Aquestive Therapeutics, Inc.)

Payments on Account of the Purchased Assets. (a) Notwithstanding If, notwithstanding the terms of the Counterparty Licensee Instruction, if Counterparty, any Sublicensee Licensee or any other Person makes any future payment in respect of the Purchased Assets to the Seller (or any of its Affiliates)Subsidiaries) directly on account of the Purchased Assets, then (i) the portion of such payment that represents Royalties the Purchased Assets shall be held by the Seller (or such AffiliateSubsidiary) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such AffiliateSubsidiary) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such AffiliateSubsidiary) promptly, and in any event no later than two five Business Days following the receipt by the Seller (or such AffiliateSubsidiary) of such portion of such payment, shall remit such portion of such payment to the Purchaser Account pursuant to Section 5.4(b) in the exact form received with all necessary endorsements.

Appears in 1 contract

Samples: Purchase and Sale Agreement (SWK Holdings Corp)

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Payments on Account of the Purchased Assets. (a) Notwithstanding If, notwithstanding the terms of the Counterparty Licensee Instruction, if Counterpartythe Licensee, any Sublicensee or any other Person makes any future payment in respect of the Purchased Assets Payment Rights to the Seller (or any of its AffiliatesAffiliates (other than the Purchaser), then (i) the portion of such payment that represents Royalties the Payment Rights payable to the Purchaser shall be held by the Seller (or such Affiliate) in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller (or such Affiliate) shall have no right, title or interest whatsoever in such portion of such payment and shall not create or suffer to exist any Lien thereon, other than those Liens created in favor of the Seller by Section 2.1(f) hereof, thereon and (iii) the Seller (or such Affiliate) promptly, and in any event no later than two (2) Business Days following the receipt by the Seller (or such Affiliate) of such portion of such payment, shall remit by wire transfer of immediately available funds such portion of such payment to the Purchaser Company Collection Account pursuant to Section 5.4(b) in the exact form amount received with all necessary endorsementsendorsements (if applicable).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Acelrx Pharmaceuticals Inc)

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