Payment of All Commissions. The Seller has paid, or will pay, on or prior to the Closing Date, all commissions due from Seller or attributable to periods prior to Closing under all Location Agreements. Alternatively, the Seller shall pay such commissions as they become due after the Closing for the period before the Closing. If the Seller fails to pay any such commissions arising for periods before the Closing, the Purchaser may pay any such commissions at its sole discretion if Seller has failed to pay such commissions within 10 days of Seller's receipt of written notice, pay said commissions and (i) give prompt notice to Seller for reimbursement, such reimbursement to be made within five (5) business days; or (ii) pay such commissions and deduct same as a credit against the balance of the purchase price or any other consideration due to Seller. Buyer shall not pay any such commissions which are the subject of dispute between Seller and the applicable location provided Seller gives Buyer written notice of such dispute and provided that such non-payment does not disrupt or interfere with Buyer's continued use or revenues from the purchased assets. This provision does not relieve Seller from its obligation to pay such commissions if Purchaser does not avail itself of the foregoing remedies.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Davel Communications Group Inc), Asset Purchase Agreement (Davel Communications Group Inc)
Payment of All Commissions. The Seller has paid, or will pay, on or prior to the Closing Date, all commissions due from Seller or attributable to periods prior to Closing under all Location Agreements. Alternatively, the Seller shall pay such commissions as they become due after the Closing for the period before the Closing. If the Seller fails to pay any such commissions arising for periods before the Closing, the Purchaser may pay any such commissions at its sole discretion if Seller has failed to pay such commissions within 10 days of Seller's receipt of written notice, pay said commissions and (i) give prompt notice to Seller for reimbursement, such reimbursement to be made within five three (53) business days; or (ii) pay such commissions and deduct same as a credit against the balance of the purchase price or any other consideration due to Seller. Buyer shall not pay any such commissions which are the subject of dispute between Seller and the applicable location provided Seller gives Buyer written notice of such dispute and provided that such non-non- payment does not disrupt or interfere with Buyer's continued use or revenues from the purchased assets. This provision does not relieve Seller from its obligation to pay such commissions if Purchaser does not avail itself of the foregoing remedies.
Appears in 1 contract
Sources: Asset Purchase Agreement (Davel Communications Group Inc)