Common use of Run-off Clause in Contracts

Run-off. From and after the Closing and until the first anniversary thereof: (i) if U.S. Sellers receive any payment relating to any Accounts Receivable outstanding on or after the Closing Date related to the Acquired Business reflected on the Conclusive Net Working Capital Statement (or if not yet determined, the Estimated Net Working Capital Statement), such payment shall be the property of Buyers and shall be held in trust by U.S. Sellers, and U.S. Sellers shall promptly forward and remit such payment to Buyers by wire transfer of immediately available funds to an account designated by Buyers (which account Buyers may change from time to time by delivering notice to Sellers). U.S. Sellers shall promptly endorse and deliver to Buyers any cash, checks or other documents received by U.S. Sellers on account of any such Accounts Receivable; and (ii) each U.S. Seller shall use its reasonable best efforts to refer all customer or supplier inquiries received by such U.S. Seller relating to the Acquired Business to Buyers.