Common use of Misallocated Assets Clause in Contracts

Misallocated Assets. (a) If at any time within thirty-six (36) months after the Closing, any Party discovers that any asset or Liability primarily related to (or, additionally, in the case of Intellectual Property, related to and used or held for use in) the Business is held by the Parent, the Seller or any of their Subsidiaries (other than any Company or any Company Subsidiary), such Party shall promptly notify the other Parties and the Seller and Purchaser will promptly procure the transfer of the relevant asset or Liability (including, in the case of Intellectual Property, to the extent such Intellectual Property cannot be transferred or assigned, exclusive licensing of such Intellectual Property) to the Purchaser or an Affiliate of the Purchaser designated by the Purchaser for no additional consideration, unless the transfer of any such asset or Liability is prohibited by applicable Law; provided that, except as otherwise expressly provided herein, neither the Seller nor any of its Affiliates shall have any obligation to make any payments or incur any Liability or offer or grant any concession or accommodation (financial or otherwise) or commence or participate in any Action with respect to any such transfer. Prior to any such transfer of assets pursuant to this Section 7.12(a), the Parties agree that the Person receiving or possessing such asset shall treat such asset as an Unassigned Asset in accordance with Section 7.13 to be transferred after the Closing. (b) If at any time within thirty-six (36) months after the Closing, any Party discovers that any asset or Liability to be retained by the Seller pursuant to this Agreement is held by the Purchaser or any of its other Affiliates, such Party shall promptly notify the other Parties and the Purchaser will promptly procure the transfer of the relevant asset or Liability (including, in the case of Company Intellectual Property, to the extent such Company Intellectual Property cannot be transferred or assigned, exclusive licensing of such Company Intellectual Property) to the Seller or an Affiliate of the Seller designated by the Seller for no additional consideration, (c) In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Business as of the Closing, the Purchaser and the Seller shall, or cause their applicable Affiliates to, as applicable, use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable after the Closing and, upon such collection or payment, pay the funds received therefor to the Seller or the Purchaser or their respective designee or submit an invoice to the Seller or the Purchaser for any such payment made (which the Seller or the Purchaser shall pay as promptly as reasonably practicable), as applicable (it being understood and agreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basis, in each case, to the Seller or the Purchaser). Without limiting the foregoing, Purchaser shall cause any amounts received after the Reference Time from Obagi Hong Kong Limited (to the extent relating to the period prior to the Reference Time) to be paid over to the Seller within ten (10) Business Days of such receipt.

Misallocated Assets. (a) If If, at any time within thirty-six during the twelve (36) months 12)-month period after the Closing, Buyer or the Purchased Subsidiary, on the one hand, or Seller and its Affiliates, on the other hand, is or becomes aware, in its reasonable judgment, that any Party discovers Additional Asset owned, received or held by the Purchased Subsidiary or any of its Affiliates as a result of the Pre-Closing Reorganization, is an asset that is primarily used or held for use by any Retained Business, or is otherwise contemplated by this Agreement to be retained by Seller and the Retained Subsidiaries under this Agreement (each, an “Excluded Asset”), it shall promptly inform the other party of such fact in writing and (i) the Purchased Subsidiary shall return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset; or (ii) Buyer and the Purchased Subsidiary shall, and shall cause their appropriate Affiliates to, (A) if such Excluded Asset cannot be so returned, transferred or conveyed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable Seller and its applicable Affiliates to enjoy the benefits and bear the burdens of the applicable Excluded Asset as if such conveyance had occurred as of the Closing; and (B) execute such documents or instruments of conveyance and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset back to Seller or its appropriate Affiliate, in each case such that each party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (b) If, at any time during the twelve (12)-month period after the Closing, Buyer or the Purchased Subsidiary, on the one hand, or Seller and its Affiliates, on the other hand, is or becomes aware, in its reasonable judgment, that any asset owned, received or Liability held by Seller or any of its Affiliates, or to which Seller or any of its Affiliates has title or otherwise a beneficial or other interest therein, is an asset that was primarily related to used or held for use by the Business (or, additionally, in the case of Intellectual PropertyShared Contracts, related to and is a Contract that was exclusively used or held for use in) the Business is held by the Parent, the Seller or any of their Subsidiaries (other than any Company or any Company SubsidiaryBusiness), such Party or is otherwise contemplated to be transferred to Buyer or the Purchased Subsidiary under this Agreement (each, a “Business Asset”), it shall promptly notify inform the other Parties party of such fact in writing and (i) Seller shall, and shall cause its applicable Affiliate to, return or transfer and convey (without further consideration) to the Buyer or its Affiliate such Business Asset or (ii) Seller and the Seller Purchased Subsidiary shall, and Purchaser will promptly procure shall cause their appropriate Affiliates to, (A) if such Business Asset cannot be so returned, transferred or conveyed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable the Purchased Subsidiary or another Affiliate of Buyer to enjoy the benefits and bear the burdens of the applicable Business Asset as if such conveyance had occurred as of the Closing and (B) execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of the relevant asset or Liability (including, in the case of Intellectual Property, such Business Asset back to the extent such Intellectual Property cannot be transferred or assigned, exclusive licensing of such Intellectual Property) to the Purchaser or an Affiliate of the Purchaser designated by the Purchaser for no additional consideration, unless the transfer of any such asset or Liability is prohibited by applicable Law; provided that, except as otherwise expressly provided herein, neither the Seller nor any of its Affiliates shall have any obligation to make any payments or incur any Liability or offer or grant any concession or accommodation (financial or otherwise) or commence or participate in any Action with respect to any such transfer. Prior to any such transfer of assets pursuant to this Section 7.12(a), the Parties agree that the Person receiving or possessing such asset shall treat such asset as an Unassigned Asset in accordance with Section 7.13 to be transferred after the Closing. (b) If at any time within thirty-six (36) months after the Closing, any Party discovers that any asset or Liability to be retained by the Seller pursuant to this Agreement is held by the Purchaser or any of its other Affiliates, such Party shall promptly notify the other Parties and the Purchaser will promptly procure the transfer of the relevant asset or Liability (including, in the case of Company Intellectual Property, to the extent such Company Intellectual Property cannot be transferred or assigned, exclusive licensing of such Company Intellectual Property) to the Seller or an Affiliate of the Seller designated by the Seller for no additional consideration, (c) In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Business as of the Closing, the Purchaser and the Seller shall, or cause their applicable Affiliates to, as applicable, use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable after the Closing and, upon such collection or payment, pay the funds received therefor to the Seller or the Purchaser or their respective designee or submit an invoice to the Seller or the Purchaser for any such payment made (which the Seller or the Purchaser shall pay as promptly as reasonably practicable), as applicable (it being understood and agreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basisPurchased Subsidiary, in each case, to case such that each party is put into the Seller same economic position as if such action had been taken on or the Purchaser). Without limiting the foregoing, Purchaser shall cause any amounts received after the Reference Time from Obagi Hong Kong Limited (to the extent relating to the period prior to the Reference Time) to be paid over to the Seller within ten (10) Business Days of such receiptClosing Date.

Misallocated Assets. If, at any time after the Closing Date, any of Buyers, Sellers or any of their respective Affiliates discovers (a) If at any time within thirty-six (36) months after the Closing, any Party discovers that any asset or Liability primarily related to (or, additionally, in the case of Intellectual Property, related to and used or held for use in) the Business is held by the Parent, the Seller or any of their Subsidiaries its Affiliates is the owner of, receives or otherwise comes to possess, any asset (other than any Company or any Company Subsidiary), such Party shall promptly notify the other Parties and the Seller and Purchaser will promptly procure the transfer assets (i) set forth on Section 3.20(b) of the relevant asset Disclosure Schedule or Liability (including, ii) used to perform the services under the Transition Services Agreement) used primarily in the case of Intellectual Property, to the extent such Intellectual Property cannot be transferred or assigned, exclusive licensing of such Intellectual Property) to the Purchaser or an Affiliate of the Purchaser designated by the Purchaser for no additional consideration, unless the transfer of any such asset or Liability is prohibited by applicable Law; provided that, except as otherwise expressly provided herein, neither the Seller nor any of its Affiliates shall have any obligation to make any payments or incur any Liability or offer or grant any concession or accommodation (financial or otherwise) or commence or participate in any Action with respect to any such transfer. Prior to any such transfer of assets pursuant to this Section 7.12(a), the Parties agree that the Person receiving or possessing such asset shall treat such asset as an Unassigned Asset in accordance with Section 7.13 to be transferred after the Closing. (b) If at any time within thirty-six (36) months after the Closing, any Party discovers that any asset or Liability to be retained by the Seller pursuant to this Agreement is held by the Purchaser or any of its other Affiliates, such Party shall promptly notify the other Parties and the Purchaser will promptly procure the transfer of the relevant asset or Liability (including, in the case of Company Intellectual Property, to the extent such Company Intellectual Property cannot be transferred or assigned, exclusive licensing of such Company Intellectual Property) to the Seller or an Affiliate of the Seller designated by the Seller for no additional consideration, (c) In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable operation of the Business as currently conducted or (b) that any asset not used primarily in the operation of the ClosingBusiness as currently conducted that should not have been, but inadvertently was, transferred by Sellers to an Acquired Company in connection with the Transaction (any such assets described in clause (a) or (b), the Purchaser and the Seller “Misallocated Assets”), Sellers or Buyers, as applicable shall, or shall cause their applicable Affiliates to, promptly transfer such Misallocated Assets to the other Party or one or more of their Affiliates as applicablemay be designated (and Buyers or Sellers, use commercially reasonable efforts as the case may be, will, and will cause their respective Affiliates to), accept such Misallocated Assets) for no additional consideration. Prior to collect any such accounts receivable and pay such accounts payable as promptly transfer, the Misallocated Assets shall be held in trust for the benefit, insofar as reasonably practicable after possible, of the Closing and, upon such collection or payment, pay transferees (and at the funds received therefor to transferring Parties’ sole expense) until the Seller or consummation of the Purchaser or their respective designee or submit an invoice to the Seller or the Purchaser for any such payment made (which the Seller or the Purchaser shall pay as promptly as reasonably practicable), as applicable (it being understood and agreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basis, in each case, to the Seller or the Purchaser)transfer thereof. Without limiting In furtherance of the foregoing, Purchaser Sellers or Buyers, as the case may be, shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or one or more of their Affiliates as Buyers may designate) any amounts received after the Reference Time from Obagi Hong Kong Limited monies or checks which have been sent to Sellers or its applicable Affiliates by customers, suppliers or other contracting parties in respect of any such Misallocated Assets and which should have been sent to Buyers or its applicable Affiliates (including promptly forwarding invoices or similar documentation to the extent relating to the period prior to the Reference Time) to be paid over to the Seller within ten (10) Business Days of such receiptBuyers or its applicable Affiliates).

Misallocated Assets. (a) If If, at any time within thirty-six (36) months after the Closing, any Party discovers Buyer or the Purchased Subsidiaries, on the one hand, or Seller and its Affiliates, on the other hand, is or becomes aware that any asset or Liability primarily related to (orincluding cash) owned, additionally, in the case of Intellectual Property, related to and used received or held for use in) the Business is held by the Parent, the Seller a Purchased Subsidiary or any of their Subsidiaries (other than any Company its Affiliates, or any Company Subsidiary), such Party shall promptly notify the other Parties and the Seller and Purchaser will promptly procure the transfer of the relevant asset to which a Purchased Subsidiary or Liability (including, in the case of Intellectual Property, to the extent such Intellectual Property cannot be transferred or assigned, exclusive licensing of such Intellectual Property) to the Purchaser or an Affiliate of the Purchaser designated by the Purchaser for no additional consideration, unless the transfer of any such asset or Liability is prohibited by applicable Law; provided that, except as otherwise expressly provided herein, neither the Seller nor any of its Affiliates shall have any obligation to make any payments has title or incur any Liability otherwise a beneficial or offer other interest therein, is an asset that is primarily used (or grant any concession held for use) for, or accommodation (financial or otherwise) or commence or participate in any Action with respect is primarily related to any Retained Business or is otherwise contemplated by this Agreement to be retained by Seller and the Retained Subsidiaries under this Agreement (each, an “Excluded Asset”), it shall promptly inform the other party of such transfer. Prior fact in writing and (i) the Purchased Subsidiaries shall return or transfer and convey (without further consideration) to any Seller or the appropriate Affiliate of Seller such Excluded Asset; or (ii) Buyer and the Purchased Subsidiaries shall, and shall cause their appropriate Affiliates to, (A) if such Excluded Asset cannot be so returned, transferred or conveyed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable Seller and its applicable Affiliates to enjoy the benefits and bear the burdens of the applicable Excluded Asset as if such conveyance had occurred as of the Closing and (B) execute such documents or instruments of conveyance and take such further acts as are reasonably necessary or desirable to effect the transfer of assets pursuant such Excluded Asset back to this Section 7.12(a)Seller or its appropriate Affiliate, in each case such that each party is put into the Parties agree that same economic position as if such action had been taken on or prior to the Person receiving or possessing such asset shall treat such asset as an Unassigned Asset in accordance with Section 7.13 to be transferred after the ClosingClosing Date. (b) If If, at any time within thirty-six (36) months after the Closing, any Party discovers Buyer and the Purchased Subsidiaries, on the one hand, or Seller and its Affiliates, on the other hand, is or becomes aware that any asset (including cash) owned, received or Liability to be retained by the Seller pursuant to this Agreement is held by the Purchaser any Seller or any of its other Affiliates, such Party or to which any Seller or any of its Affiliates has title or otherwise a beneficial or other interest therein, is an asset that is primarily used (or held for use) for or is primarily related to the Business or is otherwise contemplated to be transferred to Buyer or the Purchased Subsidiaries under this Agreement (each, a “Business Asset”), it shall promptly notify inform the other Parties party of such fact in writing and (i) Seller shall, and shall cause its applicable Affiliate to, return or transfer and convey (without further consideration) to the Buyer such Business Asset or (ii) Seller and the Purchaser will promptly procure Purchased Subsidiary shall, and shall cause their appropriate Affiliates to, (A) if such Business Asset cannot be so returned, transferred or conveyed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable the Purchased Subsidiaries to enjoy the benefits and bear the burdens of the applicable Business Asset as if such conveyance had occurred as of the Closing and (B) execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of the relevant asset or Liability (including, in the case of Company Intellectual Property, such Business Asset back to the extent such Company Intellectual Property cannot be transferred or assigned, exclusive licensing of such Company Intellectual Property) to the Seller or an Affiliate of the Seller designated by the Seller for no additional consideration, (c) In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Business as of the Closing, the Purchaser and the Seller shall, or cause their applicable Affiliates to, as applicable, use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable after the Closing and, upon such collection or payment, pay the funds received therefor to the Seller or the Purchaser or their respective designee or submit an invoice to the Seller or the Purchaser for any such payment made (which the Seller or the Purchaser shall pay as promptly as reasonably practicable), as applicable (it being understood and agreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basisPurchased Subsidiaries, in each case, to case such that each party is put into the Seller same economic position as if such action had been taken on or the Purchaser). Without limiting the foregoing, Purchaser shall cause any amounts received after the Reference Time from Obagi Hong Kong Limited (to the extent relating to the period prior to the Reference Time) to be paid over to the Seller within ten (10) Business Days of such receiptClosing Date.

Misallocated Assets. (a) If at any time within thirty-six (36) months after the Closing, any Party discovers that any asset or Liability primarily related to : (or, additionally, in the case of Intellectual Property, related to and used or held for use ini) the Business Buyer or any of its affiliates holds, is held by the Parentowner of, receives or otherwise comes to possess any Excluded Assets or Excluded Liabilities; or (ii) the Seller or any of their Subsidiaries its affiliates hold, is the owner of, receives or otherwise comes to possess any Purchased Assets or Assumed Liabilities, the Buyer or the Seller, as applicable, will: (other than any Company or any Company Subsidiary), such Party shall A) promptly notify give written notice to the other Parties Party; and the Seller (B) promptly transfer assign, convey and Purchaser will promptly procure the transfer of the relevant asset deliver (or Liability (includingcause to be transferred, in the case of Intellectual Property, to the extent such Intellectual Property cannot be transferred or assigned, exclusive licensing of conveyed and delivered) such Intellectual Propertyassets or assume (or cause to be assumed) such Assumed Liabilities or Excluded Liabilities to or from (as applicable) the Purchaser or an Affiliate of the Purchaser designated by the Purchaser for no additional consideration, unless the transfer of any such asset or Liability is prohibited by applicable Law; provided that, except as otherwise expressly provided herein, neither the Seller nor any of its Affiliates shall have any obligation to make any payments or incur any Liability or offer or grant any concession or accommodation (financial or otherwise) or commence or participate in any Action with respect to any such transferother Party. Prior to any such transfer of assets pursuant to this Section 7.12(a)transfer, the Parties agree that the Person Party receiving or possessing any such asset shall treat will hold it in trust for the benefit of such asset other Party. Each Party will cooperate with the other Party and use its commercially reasonable efforts to set up procedures and notifications as an Unassigned Asset are reasonably necessary or advisable to effectuate the assignment, transfer, conveyance and delivery, or assumption, contemplated by this Section 8.4. Following the Closing, the Seller will, and will cause its affiliates to, deliver as promptly as practicable any Purchased Assets that were not provided to the Buyer at the Closing. Without duplication or limitation of the foregoing, in accordance with Section 7.13 the event that: (x) the Seller or any of its affiliates receives any payment, invoice or other correspondence from customers, suppliers or other contracting parties related to be transferred the Purchased Assets or the Assumed Liabilities, after the Closing, the Seller agrees to promptly remit (or cause to be promptly remitted) such funds, invoices or other correspondence to the Buyer; or (y) the Buyer or any of its affiliates receive any payment, invoice or other correspondence from customers, suppliers or other contracting parties of the Seller, or otherwise related to the Excluded Assets or the Excluded Liabilities, after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds, invoices or other correspondence to the Seller. (b) If at any time within thirty-six (36) months after the Closing, any Party discovers that hereto brings a Legal Proceeding in connection with any asset controversy, disagreement or Liability to be retained by dispute arising under this Section 8.4, the Seller pursuant to this Agreement is held by losing Party in any such Legal Proceeding shall reimburse the Purchaser or any of prevailing Party for its other Affiliates, reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Party shall promptly notify the other Parties and the Purchaser will promptly procure the transfer of the relevant asset or Liability (including, in the case of Company Intellectual Property, to the extent such Company Intellectual Property cannot be transferred or assigned, exclusive licensing of such Company Intellectual Property) to the Seller or an Affiliate of the Seller designated by the Seller for no additional consideration,Legal Proceeding. (c) In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Business as of Prior to the Closing, the Purchaser and the Seller shall, and as applicable shall cause Travel Services to, update the owner of record for each item of Seller Registered IP to be the Seller or cause their applicable Affiliates toTravel Services, where any such item has on the date of this Agreement as the owner of record any entity or name other than the name of the Seller or Travel Services, as applicable, use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable after the Closing and, upon such collection or payment, pay the funds received therefor to the Seller or the Purchaser or their respective designee or submit an invoice to the Seller or the Purchaser for any such payment made (which the Seller or the Purchaser shall pay as promptly as reasonably practicable), as applicable (it being understood and agreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basis, in each case, to the Seller or the Purchaser). Without limiting the foregoing, Purchaser shall cause any amounts received after the Reference Time from Obagi Hong Kong Limited (to the extent relating to the period immediately prior to the Reference Time) to be paid over to the Seller within ten (10) Business Days of such receiptClosing.

Misallocated Assets. (a) If Subject to Section 2.13, if, at any time within thirty-six (36) months after the Closing, any Party discovers that any asset or Liability primarily related to (or, additionally, in the case of Intellectual Property, related to and used or held for use in) the Business is held by the Parent, the Seller or any of their Subsidiaries (other than any Company or any Company Subsidiary), such Party shall promptly notify the other Parties and the Seller and Purchaser will promptly procure the transfer of the relevant asset or Liability (including, in the case of Intellectual Property, to the extent such Intellectual Property cannot be transferred or assigned, exclusive licensing of such Intellectual Property) to the Purchaser or an Affiliate of the Purchaser designated by the Purchaser for no additional consideration, unless the transfer of any such asset or Liability is prohibited by applicable Law; provided that, except as otherwise expressly provided herein, neither the Seller nor any of its Affiliates (including the Purchased Companies and their Subsidiaries) is ultimately determined to be an Excluded Asset or Purchaser or any of its Affiliates is found subject to a Retained Liability, (i) Purchaser shall have any obligation return or transfer and convey (without further consideration) to make any payments Seller or incur any Liability the appropriate Affiliate of Seller such Excluded Asset or offer Retained Liability; (ii) Seller shall, or grant any concession shall cause its appropriate Affiliate to, assume (without further consideration) such Retained Liability; and (iii) Seller and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or accommodation (financial instruments of conveyance or otherwise) assumption and take such further acts as are reasonably necessary or commence or participate in any Action with respect desirable to any such transfer. Prior to any such effect the transfer of assets pursuant such Excluded Asset or Retained Liability back to this Section 7.12(a)Seller or its appropriate Affiliate, in each case such that each Party is put into the Parties agree that same economic position as if such action had been taken on or prior to the Person receiving or possessing such asset shall treat such asset as an Unassigned Asset in accordance with Section 7.13 to be transferred after the ClosingClosing Date. (b) If Subject to Section 2.13, if, at any time within thirty-six (36) months after the Closing, any Party discovers that any asset held by Seller or Liability its Affiliates is ultimately determined to be retained by the a Purchased Asset or Seller pursuant to this Agreement is held by the Purchaser or any of its other AffiliatesAffiliates is found to be subject to an Assumed Liability, (i) Seller shall return or transfer and convey (without further consideration) to Purchaser or the appropriate Affiliate of Purchaser such Party Purchased Asset or Assumed Liability; (ii) Purchaser shall, or shall promptly notify the other Parties cause its appropriate Affiliate to, assume (without further consideration) such Assumed Liability; and the (iii) Seller and Purchaser will promptly procure shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of the relevant asset such Purchased Asset or Assumed Liability (including, in the case of Company Intellectual Property, back to the extent such Company Intellectual Property cannot be transferred or assigned, exclusive licensing of such Company Intellectual Property) to the Seller or an Affiliate of the Seller designated by the Seller for no additional consideration, (c) In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Business as of the Closing, the Purchaser and the Seller shall, or cause their applicable Affiliates to, as applicable, use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable after the Closing and, upon such collection or payment, pay the funds received therefor to the Seller or the Purchaser or their respective designee or submit an invoice to the Seller or the Purchaser for any such payment made (which the Seller or the Purchaser shall pay as promptly as reasonably practicable), as applicable (it being understood and agreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basisits appropriate Affiliate, in each case, to case such that each Party is put into the Seller same economic position as if such action had been taken on or the Purchaser). Without limiting the foregoing, Purchaser shall cause any amounts received after the Reference Time from Obagi Hong Kong Limited (to the extent relating to the period prior to the Reference Time) to be paid over to the Seller within ten (10) Business Days of such receiptClosing Date.