Payments and Remittances Clause Samples

Payments and Remittances. Without limiting the generality of the foregoing, after the Closing, if Buyer or any of its Affiliates receives any invoice, ▇▇▇▇ or other request for payment which arises prior to Closing and is not an Assumed Liability or a Transferred Liability, or is otherwise due and owing by Seller or any of its Affiliates in accordance with the terms of this Agreement, Buyer will promptly remit, or will cause to be remitted, such request for payment to Seller at the address set forth in Section 10.8.
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Payments and Remittances. 2.2.1 All checks, remittances, other items of payment and other Proceeds of Purchased Assets shall be property of Purchaser. All invoices evidencing Accounts owing from Customers whose Accounts are at any time purchased by Purchaser hereunder shall indicate that the Account evidenced by such invoice is payable directly and only to Client at the applicable USD Collection Accounts or CAD Collection Accounts (or, upon and after the occurrence of a Servicer Default and during its continuation, such other lockboxes or accounts as Administrative Purchaser may from time to time specify). If any checks, remittances, other items of payment or other Proceeds of Purchased Assets are received by Client, Client shall hold the same in trust for the benefit of Purchaser and will promptly deposit all such checks, remittances and other items of payment and other Proceeds of Purchased Assets into the applicable Collection Account. The Collection Accounts as of the date hereof are listed on Schedule 2.2 hereto. Proceeds and collections from Purchased Accounts that are USD Accounts shall be remitted and deposited only into Collection Accounts designated solely for collection and deposit of USD Accounts (the “USD Collection Accounts”). Proceeds and collections from Purchased Accounts that are CAD Accounts shall be remitted and deposited only into Collection Accounts designated solely for collection and deposit of CAD Accounts (the “CAD Collection Accounts”). 2.2.2 No later than thirty (30) days after the Effective Date, Client shall execute and deliver to Administrative Purchaser, in form and substance reasonably satisfactory to Administrative Purchaser, a springing account control agreement with respect to each Collection Account that is a USD Collection Account (collectively, the “USD Deposit Account Control Agreements”). No later than thirty (30) days after the Effective Date, Client shall execute and deliver to Administrative Purchaser, in form and substance reasonably satisfactory to Administrative Purchaser, a springing account control agreement with respect to each Collection Account that is a CAD Collection Account (collectively, the “CAD Deposit Account Control Agreements”). The USD Deposit Account Control Agreements and CAD Deposit Account Control Agreements are collectively referred to herein as the “Deposit Account Control Agreements”. Client shall not change (or, if Client is then acting as Servicer, permit Servicer to change) the Collection Accounts unless (a) Cl...
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Payments and Remittances. 2.2.1 All checks, remittances, other items of payment and other Proceeds of Purchased Assets shall be property of Purchaser. All invoices evidencing Accounts owing from Customers whose Accounts are at any time purchased by Purchaser hereunder shall prominently indicate that the Account evidenced by such invoice is payable to Client, at the Collection Accounts (or, during the continuance of a Servicer Default, such other lockboxes or accounts as Purchaser may from time to time specify). If any checks, remittances, other items of payment or other Proceeds of Purchased Assets are received by Client, Client shall hold the same in trust for the benefit of Purchaser and will immediately deposit all such checks, remittances and other items of payment and other Proceeds of Purchased Assets into the applicable Collection Account. The Collection Accounts as of the date hereof are listed on Schedule 2.2 hereto. 2.2.2 Client shall not change (or, if Client is then acting as Servicer, permit Servicer to change) the Collection Accounts unless (a) Client shall have provided Purchaser with prior written notice as required under Section 11.3, and (b) the financial institution at which such Collection Account is maintained is reasonably acceptable to Purchaser. 2.2.3 [Intentionally Omitted]. 2.2.4 If Purchaser is required to repay, refund or otherwise disgorge any payment received by Purchaser for an Account of Client (other than with respect to any repayment, refund or other disgorgement of Proceeds of a Purchased Account that is not the subject of a Commercial Dispute or Repurchase Event), Client hereby indemnifies, saves and holds harmless Purchaser with respect to such payment and the amount of the repayment by Purchaser shall be part of the Indemnified Amounts, notwithstanding any termination of this Agreement. 2.2.5 In the event Client at any time receives a payment from Purchaser with respect to any Account to which Client has no rights, repayment of such payment shall be part of the obligations of Client to Purchaser, whether or not this Agreement has been terminated, and any such amounts shall be paid to Purchaser and shall be included in the Indemnified Amounts. 2.2.6 If Purchaser receives a duplicate payment with respect to an Account or other payment which is not identified as applicable to an outstanding Account, Purchaser will account for such payment as an open item and either return any duplicate or unidentified payment to the Customer or, in Purchaser’s dis...
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Payments and Remittances. (a) So long as the Participant has made all payments required to be made by it under the terms of this Agreement, and subject to the remaining terms of Section 4 hereof, the Bank shall, within one Business Day following receipt thereof, remit to the Participant in immediately available funds to the account of the Participant identified on Exhibit B hereto the Participant's share (determined in accordance with clauses (ii) and (iii) of Section 4.1(e) hereof) of any payment made to the Bank in respect of the Letters of Credit and the Obligations. The Participant shall not be entitled to receive any interest in respect of any Reimbursement Obligation which accrued prior to the date that the Participant paid, in accordance with Section 2.2 hereof, the purchase price for its Participation in such Reimbursement Obligation and the related Letter of Credit. (b) The Bank shall maintain for and in the name of the Participant one or more accounts established by the Bank in respect of the Participation which shall reflect the interest of the Participant from time to time in the Letters of Credit and the Obligations. The Bank shall render to the Participant not less frequently than once per month a statement as to receipts of payments and accruals of interest during the preceding month in respect of the Letters of Credit and the Obligations. (c) This Agreement and the Bank's books and records marked to indicate the Participation will serve to document the Participant's Participation in the Letters of Credit and the Obligations. The failure of the Bank to mark ▇▇▇ such records shall not affect or impair any of any Participant's rights or obligations hereunder. (d) In the event that the Bank incurs costs and expenses relating to the enforcement of its rights under the Credit Documents and the collection of amounts owing thereunder, then all amounts paid to or realized by the Bank in respect of the Obligations, or from the Collateral securing the same, or otherwise in respect of the Credit Documents, shall be applied, subject to any contrary provision of the Intercreditor Agreement, (i) first, to the costs and expenses of the Bank including, without limitation, reasonable attorney's fees and expenses, incurred in obtaining such payment or realization and otherwise incurred by the Bank in connection with the Obligations or in protecting, preserving, selling or otherwise disposing of such Collateral (other than ordinary and customary loan administration costs), (ii) second,...
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Related to Payments and Remittances

  • REPORTS AND REMITTANCES A. The Company shall provide to the Reinsurer a monthly report no later than thirty (30) calendar days following the end of each month. Said report shall provide a summary of the gross ceded premium and paid losses for the month that just ended (and in the aggregate during the term of this Contract). B. The Company shall also provide the Reinsurer with the Monthly Servicing Report (as that term is defined in the Policy) no later than sixty (60) calendar days following the end of each month. C. The Company shall pay to the Reinsurer, as promptly as possible, all amounts due the Reinsurer it receives from the Insured under the Policy (including without limitation, any premium, optional policy cancellation fee and amounts paid under Section VII thereof (Loss Adjustments; Application of Current Period Deal Modification Loss Amount)); provided, however, in no event later than five (5) business days after the Company receives any such amount under the Policy. D. Should payment become due from the Reinsurer hereunder, the Company shall give the Reinsurer notice of its intention to make payment on a certain date, and the Reinsurer agrees to remit such payment within ten (10) business days upon receipt of the Notice of Claim from the Insured as provided under the terms of the Policy. The Company authorizes that such payment by the Reinsurer shall be made directly to the Insured through .

  • Payments and Collections All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

  • Remittance of Payments and Collections (a) All payments by any Lender to the Agent shall be made not later than the time set forth elsewhere in this Agreement on the Business Day such payment is due; provided, however, that if such payment is due on demand by the Agent and such demand is made on the paying Lender after 1:30 p.m. on such Business Day, then payment shall be made by 11:00 a.m. on the next Business Day. Payment by the Agent to any Lender shall be made by wire transfer, promptly following the Agent’s receipt of funds for the account of such Lender and in the type of funds received by the Agent; provided, however, that if the Agent receives such funds at or prior to 12:00 noon, the Agent shall pay such funds to such Lender by 4:00 p.m. on such Business Day, but if the Agent receives such funds after 12:00 noon, the Agent shall pay such funds to such Lender by 4:00 p.m. on the next Business Day. (b) With respect to the payment of any funds from the Agent to a Lender or from a Lender to the Agent, the party failing to make full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest thereon at the Wall Street Journal Prime Rate. In no event shall the Borrower be entitled to receive any credit for any interest paid by the Agent to any Lender, or by any Lender to the Agent, at the Wall Street Journal Prime Rate as provided herein. (c) If the Agent pays any amount to a Lender in the belief that a related payment has been or will be received by the Agent from a Loan Party and such related payment is not received by the Agent, then the Agent shall be entitled to recover such amount from each Lender that receives such amount. If the Agent determines at any time that any amount received by it under this Agreement or any of the other Loan Documents must be returned to a Loan Party or paid to any other Person pursuant to any Requirement of Law, court order or otherwise, then, notwithstanding any other term or condition of this Agreement or any of the other Loan Documents, the Agent shall not be required to distribute such amount to any Lender.

  • Remittances On each Remittance Date the Company shall remit by wire transfer of immediately available funds to the Purchaser (a) all amounts deposited in the Custodial Account as of the close of business on the Determination Date (net of charges against or withdrawals from the Custodial Account pursuant to Section 4.05), plus (b) all amounts, if any, which the Company is obligated to distribute pursuant to Section 5.03, minus (c) any amounts attributable to Principal Prepayments received after the applicable Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 4.04(viii), and minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of the month of the Remittance Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts. With respect to any remittance received by the Purchaser after the second Business Day following the Business Day on which such payment was due, the Company shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be deposited in the Custodial Account by the Company on the date such late payment is made and shall cover the period commencing with the day following such second Business Day and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Company.

  • Payments and Computations, Etc (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.