Examples of Transferred Clients in a sentence
The Buyer shall be entitled to all payments under the Client Service Agreements attributable to services performed by the Buyer (or its designee) under any Client Service Agreement from and after the Effective Time, and the Seller shall be entitled to all amounts paid by Transferred Clients under the Client Service Agreements for services performed by the Seller prior to the Effective Time.
The Purchaser shall be entitled to all payments under the Client Service Agreements attributable to services performed by the Purchaser (or its designee) under any Client Service Agreement from and after the Closing Date, and the Seller shall be entitled to all amounts paid by Transferred Clients under the Client Service Agreements for services performed by the Seller or a Subsidiary prior to the Closing Date.
The Sellers shall have provided Purchaser with valid assignments (in a form acceptable to the Purchaser) of the Client Service Agreements of the Transferred Clients assigning such Client Service Agreements to Purchaser as of the Closing Date or such other date as may be designated by Purchaser.
For purposes of this Agreement, any event, occurrence, state of facts, developments, breaches or defaults which, individually or in the aggregate, adversely affects (i) one or more Transferred Clients which in the aggregate have more than 3,000 Worksite Employees, or (ii) one or more Transferred Clients which in the aggregate account for 5% or more of the total annualized administrative fees for all Transferred Clients as of March 19, 2004, shall be deemed to be a Seller Material Adverse Effect.
The Purchaser shall be entitled to all payments under the Client Service Agreements attributable to services performed by the Purchaser (or its designee) under any Client Service Agreement from and after the Closing Date, and the Sellers shall be entitled to all amounts paid by Transferred Clients under the Client Service Agreements for services performed by the Sellers prior to the Closing Date [unless the Purchaser has acquired the Receivables].
If , after the Closing, the Company ------------------------------- receives any fees, payments or revenues from any Transferred Clients on account of services rendered before or after the Closing, the Company shall promptly (and in any event within ten (10) Business Days) remit such fees, payments or revenues to the Purchaser (less any costs, fees or commissions necessarily payable to other Persons by the Company on account thereof).
If responsibility for provision of the Services has not been transferred to eBenX with respect to all Transferred Clients by the end of the Conversion Period, Xxxxxx Xxxxxxx, at its sole and absolute discretion, may choose to extend the term of this Agreement.
Provided, ---- however, that for purposes of this Section 2.6(a), the exceptions in Section 2.1 (a)(i) and (ii) shall be ignored in determining the Transferred Clients and all of the Company's Clients shall be assumed to be Transferred Clients on the Closing Date and subject to adjustment as provided in Section 2.9.
Additionally, NII and Vitriarc's failure to provide valid assignments for all Transferred Clients appearing on the Closing Date Schedule of Transferred Clients shall not constitute a breach of any of the representations, covenants or warranties of NII, Vitriarc or Booth contained in any of the Transaction Documents.
If , after the ------------------------------------------ Applicable Closing, any of the Sellers receives any fees, payments or revenues from any Transferred Clients on account of services rendered before or after the Applicable Closing, the Sellers shall promptly (and in any event within ten (10) Business Days) remit such fees, payments or revenues to the Purchaser (less any costs, fees or commissions necessarily payable to other Persons by the Sellers on account thereof).