Payments from Third Parties. In the event that, on or after the Closing Date, either Party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Documents, then the Party receiving such funds shall promptly forward such funds to the proper Party. The Parties acknowledge and agree that there is no right of offset regarding such payments and a Party may not withhold funds received from third parties for the account of the other Party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Payments from Third Parties. As soon as reasonably practicable after the Closing Date but not more than [****]* thereafter, Seller will provide Buyer with a list of all of the customers and wholesalers purchasing the Marketed Products from Seller, and Seller and Buyer shall notify those customers and wholesalers that Buyer has acquired all of Seller’s right, title and interest in and to the marketing and sale of the Marketed Products in the applicable Territory and all payments with respect to the sale of the Marketed Products after the Closing Date should be paid directly to Buyer at its designated account. Seller and Buyer shall notify customers and wholesalers using the third party notification letter substantially in the form attached hereto as Exhibit J. In the event that, on or after the Closing Date, either party shall receive any payments * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. or other funds due to the other party, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under this Agreement. Buyer and Seller shall each keep, and shall cause its respective Affiliates and third party sublicensees to keep, full and accurate records and books of account containing all particulars that may be necessary for the purpose of determining any amounts that may be payable to the other party hereunder, and shall afford each other with access to books and records and with audit and other rights consistent with the rights set forth in Section 3.5 of this Agreement.
Payments from Third Parties. In the event that, on or after the Closing Date (or, solely with respect to any Delayed Closing Purchased Assets, the applicable Delayed Closing), the Seller Group, on the one hand, or the Purchaser, on the other hand, shall receive any payments or other funds due to the other pursuant to the terms of any of the Transaction Documents, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Payments from Third Parties. As soon as reasonably practicable after the Closing Date but not more than five (5) business days thereafter, Seller will provide Buyer with a list of all of the customers and wholesalers purchasing Product from Seller and Seller and Buyer shall notify those customers and wholesalers that Buyer has assumed responsibility for the marketing and sale of the Product in the Territory and all payments with respect to the sale of the Product after the Closing Date should be deposited with Buyer at the designated account. Seller and Buyer shall notify customers and wholesalers using the third party notification letter substantially in the form attached hereto as Exhibit H (the “Third Party Notification Letter”). In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other party, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under this Agreement.
Payments from Third Parties. In the event that, on or after the Closing Date, Seller shall receive any payments or other funds due Buyer relating to services provided by Buyer following the Closing in connection with the Business or the Acquired Assets being acquired by Buyer hereunder, then Seller shall promptly forward such funds to Buyer in such manner as Buyer shall reasonably request from time to time.
Payments from Third Parties. In the event that, on or after the Closing Date, either Seller (or its Affiliates), on the one hand, or Buyer (or its Affiliates), on the other hand, shall receive any payments or other funds due to the other (or its Affiliates) pursuant to the terms of any of the Transaction Documents, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Documents. Section 7.06.
Payments from Third Parties. In the event that, (a) Purchaser or any of its Affiliates receive any payments constituting an Excluded Asset, Purchaser shall, or shall cause its applicable Affiliate to, promptly forward such funds to the Seller to the extent that they constitute an Excluded Asset and are the property of the Seller or its Affiliates hereunder; or (b) the Seller or any of its Affiliates receive any payments by a third-party constituting a Transferred Asset, the Seller shall, or shall cause its applicable Affiliate to, promptly reimburse Purchaser to the extent that they constitute a Transferred Asset and are the property of Purchaser or its Affiliates hereunder. The parties acknowledge and agree there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Documents.
Payments from Third Parties. Except as expressly provided in any Ancillary Agreement, in the event that, on or after the Closing Date, (i) the Seller or any of its Affiliates shall receive any payments or other funds due to the Purchaser or any of its Affiliates from Third Parties, or (ii) the Purchaser or any of its Affiliates shall receive any payments or other funds due to Seller or any of its Affiliates from Third Parties, in each case pursuant to the terms of this Agreement or of any Ancillary Agreement, then the relevant party receiving such funds shall promptly forward such funds to the proper party. The Parties acknowledge and agree there is no right of offset regarding such payments and a Party may not withhold funds received from third parties for the account of the other Party in the event there is a dispute regarding any other issue under this Agreement or of any Ancillary Agreement. In the event of any conflict between this Section 7.05 and the provisions of the relevant Ancillary Agreement (including any provisions thereof related to the collection of accounts receivable), the provisions of the relevant Ancillary Agreement shall control.
Payments from Third Parties. In the event that, on or after the Closing Date, the Buyer or the Seller shall receive any payments or other funds due to another Person pursuant to the terms hereof or otherwise, then the Person receiving such funds shall promptly forward such funds to the proper Person.
Payments from Third Parties. The Company may enter into certain agreements under which it is reimbursed by a Portfolio’s advisors, distributors and/or affiliates for the administrative or distribution services the Company provides to the Portfolio. OPTION 3 TABLE OPTIONS 1 AND 2 TABLES Male
