Common use of Refunds and Remittances Clause in Contracts

Refunds and Remittances. After the Closing, if the Sellers or any of their Affiliates receive any refund or other amount which is a Purchased Asset or is otherwise properly due and owing to the Buyer or any of its Affiliates in accordance with the terms of this Agreement, the Sellers promptly shall remit, or shall cause to be remitted, such amount to the Buyer at the address set forth in Section 12.8. After the Closing, if the Buyer or any of its Affiliates or their respective assigns receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to the Sellers, the Health Center Operator or any of their respective Affiliates in accordance with the terms of this Agreement, the Buyer promptly shall remit, or shall cause to be remitted, such amount to the Sellers at the address set forth in Section 12.8, or to the Health Center Operator, as the case may be. After the Closing, if the Buyer, its assignees or any of their respective Affiliates receive any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which the Sellers are responsible hereunder, and which amount is not a Purchased Asset, or is otherwise properly due and owing to the Sellers or the Health Center Operator in accordance with the terms of this Agreement, the Buyer promptly shall remit, or cause to be remitted, such amount to the Sellers at the address set forth in Section 12.8. After the Closing, if the Sellers or any of their Affiliates receive any refund or other amount which is related to claims Back to Table of Contents (including worker’s compensation), litigation, insurance or other matters for which the Buyer is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to the Buyer in accordance with the terms of this Agreement, the Sellers promptly shall remit, or cause to be remitted, such amount to the Buyer at the address set forth in Section 12.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Retirement Corp)

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Refunds and Remittances. Promptly following the Closing, the Sellers shall irrevocably authorize, instruct and direct that the customers of the Business shall make and deliver all payments on or after the Closing to such location, bank and account as Purchaser shall specify. After the Closing, if the Sellers or any of their Affiliates receive any refund or other amount which is a Purchased an Acquired Asset or is otherwise properly due and owing to the Buyer or any of its Affiliates Purchaser in accordance with the terms of this Agreement, the Sellers promptly shall remit, remit or shall cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.88.1. After the Closing, if the Buyer Purchaser or any of its Affiliates or their respective assigns receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to the Sellers, the Health Center Operator or any of their respective Affiliates Sellers in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall remit, remit or shall cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.8, or to the Health Center Operator, as the case may be8.1. After the Closing, if the Buyer, its assignees Purchaser or any of their respective its Affiliates receive any refund or other amount which is related to claims (including workers' compensation), litigation, insurance or other matters for which the Sellers are responsible hereunder, and which amount is not a Purchased an Acquired Asset, or is otherwise properly due and owing to the Sellers or the Health Center Operator in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall remit, or cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.88.1. After the Closing, if the Sellers or any of their Affiliates receive any refund or other amount which is related to claims Back to Table of Contents (including worker’s workers' compensation), litigation, insurance or other matters for which the Buyer Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to the Buyer Purchaser in accordance with the terms of this Agreement, the Sellers promptly shall remit, or cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.88.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/)

Refunds and Remittances. After the Closing, if the Sellers Seller or any of their Affiliates its affiliates receive any refund or other amount which is a Purchased Transferred Asset or is otherwise properly due and owing to the Buyer or any of its Affiliates Purchaser in accordance with the terms of this Agreement, the Sellers Seller promptly shall remit, or shall cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.812.04. After the Closing, if the Buyer Purchaser or any of its Affiliates or their respective assigns affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to the Sellers, the Health Center Operator Seller or any of their respective Affiliates its affiliates in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall remit, or shall cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.8, or to the Health Center Operator, as the case may be12.04. After the Closing, if the Buyer, its assignees Purchaser or any of their respective Affiliates its affiliates receive any refund or other amount which is related to claims (including workers' compensation), litigation, insurance or other matters for which the Sellers are Seller is responsible hereunder, and which amount is not a Purchased Transferred Asset, or is otherwise properly due and owing to the Sellers or the Health Center Operator Seller in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall remit, or cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.812.04. After the Closing, if the Sellers Seller or any of their Affiliates its affiliates receive any refund or other amount which is related to claims Back to Table of Contents (including worker’s 's compensation), litigation, insurance or other matters for which the Buyer Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to the Buyer Purchaser in accordance with the terms of this Agreement, the Sellers Seller promptly shall remit, or cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.812.04.

Appears in 1 contract

Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/)

Refunds and Remittances. After the Closing, if the Sellers Seller or any of their the Seller Affiliates receive receives any refund or other amount which is a Purchased Transferred Asset or is otherwise properly due and owing to the Buyer or any of its Affiliates Purchaser in accordance with the terms of this Agreement, the Sellers Seller promptly shall will remit, or shall cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.812.04. After the Closing, if the Buyer Purchaser or any of its Affiliates or their respective assigns receive receives any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to the Sellers, the Health Center Operator Seller or any of their respective the Seller Affiliates in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall will remit, or shall cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.8, or to the Health Center Operator, as the case may be12.04. After the Closing, if the Buyer, its assignees Purchaser or any of their respective its Affiliates receive receives any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which the Sellers are Seller is responsible hereunder, and which amount is not a Purchased Transferred Asset, or is otherwise properly due and owing to the Sellers or the Health Center Operator Seller in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall will remit, or cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.812.04. After the Closing, if the Sellers Seller or any of their the Seller Affiliates receive receives any refund or other amount which is related to claims Back to Table of Contents (including worker’s workers’ compensation), litigation, insurance or other matters for which the Buyer Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to the Buyer Purchaser in accordance with the terms of this Agreement, the Sellers Seller promptly shall will remit, or cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.812.04.

Appears in 1 contract

Samples: Asset Purchase Agreement (Target Corp)

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Refunds and Remittances. After the Closing, if the Sellers Seller or any of their Affiliates its affiliates receive any refund or other amount which is a Purchased Transferred Asset or is otherwise properly due and owing to the Buyer or any of its Affiliates Purchaser in accordance with the terms of this Agreement, the Sellers Seller promptly shall remit, or shall cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.811.04. After the Closing, if the Buyer Purchaser or any of its Affiliates or their respective assigns affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to the Sellers, the Health Center Operator Seller or any of their respective Affiliates its affiliates in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall remit, or shall cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.8, or to the Health Center Operator, as the case may be11.04. After the Closing, if the Buyer, its assignees Purchaser or any of their respective Affiliates its affiliates receive any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which the Sellers are Seller is responsible hereunder, and which amount is not a Purchased Transferred Asset, or is otherwise properly due and owing to the Sellers or the Health Center Operator Seller in accordance with the terms of this Agreement, the Buyer Purchaser promptly shall remit, or cause to be remitted, such amount to the Sellers Seller at the address set forth in Section 12.811.04. After the Closing, if the Sellers Seller or any of their Affiliates its affiliates receive any refund or other amount which is related to claims Back to Table of Contents (including worker’s compensation)claims, litigation, insurance or other matters for which the Buyer Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to the Buyer Purchaser in accordance with the terms of this Agreement, the Sellers Seller promptly shall remit, or cause to be remitted, such amount to the Buyer Purchaser at the address set forth in Section 12.811.04.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Inc.)

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