Wrong Pocket. In the event that after the Closing, Seller or any of its affiliates receives any payment related to any Purchased Asset, Seller agrees to use commercially reasonable efforts to remit any such payment within five (5) business days (or cause to be remitted within five (5) business days) such funds to Buyer, but in any event such funds shall be remitted to Buyer as soon as possible thereafter. In the event that Buyer or any of its affiliates receives any payment related to any Excluded Assets after the Closing, Buyer agrees to use commercially reasonable efforts to remit any such payment within five (5) business days (or cause to be remitted within five (5) business days) such funds to Seller, but in any event such funds shall be remitted to Seller as soon as possible thereafter.
Wrong Pocket. 15.1 If, within twelve (12) months following Completion, the Parties become aware that there are any Wrong Pocket Assets, then:
Wrong Pocket. If at any time during the five (5)-year period after the Closing:
Wrong Pocket. If at any time after the Closing (a) Buyer or its designee holds any Excluded Assets or Excluded Liabilities or (b) either Seller or any of its Affiliates holds any Acquired Assets or Assumed Liabilities, Buyer or the applicable Seller will promptly transfer (or cause to be transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party, without further consideration from the other Party. Prior to any such transfer, the Party receiving or possessing any such asset will hold it in trust for such other Party.
Wrong Pocket. If any Party receives any payment after the Closing for any product or service sold by or on behalf of the other Parties or in satisfaction of any receivable or similar obligation that is a Sold Asset (in the case of Seller) or Excluded Asset (in the case of Buyers), then such Party will promptly remit such funds to the appropriate other Party. Nothing in this Section 9.09 will impose any duty or obligation of any of the Parties to collect any payments or amounts for the other Parties.
Wrong Pocket. Subject to Section 7.12(b), if, following the Closing, either the Buyer or the Seller discovers that it or any of its Subsidiaries possesses any right or other asset, or is liable for any liability that, in the case of the Seller, relates primarily to the business of the Company and its Subsidiaries or, in the case of the Buyer, relates primarily to the business of the Seller and its Affiliates (excluding the Company and its Subsidiaries), such Party shall, and shall cause its Subsidiaries to, transfer or cause to be transferred such right, asset or liability to such other Party or its Subsidiary, and such Party or its Subsidiary shall accept and assume any such right, asset or liability, as applicable, for no additional consideration other than as previously paid as provided in this Agreement. If, following the Closing, either the Buyer or the Seller or any of its Subsidiaries receives any payments due to another Party or a Subsidiary thereof in respect of the rights, assets or liabilities allocated to such other Party or Subsidiary thereof pursuant to this Agreement, then such first Party shall promptly remit (or cause to be promptly remitted), or deliver (or cause to be delivered), such payments to the appropriate Party or a Subsidiary thereof.
Wrong Pocket. 3.2.1 If, whether prior to or after Closing, either of the Parties becomes aware of other assets which are not identified herein but which predominantly have been used or are intended to be used in the ordinary course of the Business as conducted prior to Closing including any such assets which are acquired by the Seller between Signing and Closing, any such other assets shall be transferred by the Seller to the Buyer without any notice from the Buyer being required and without payment of any amount in addition to the Total Purchase Consideration.
Wrong Pocket. To the extent that certain assets relating exclusively to the BPC Business, that must be transferred to Buyer pursuant to this Agreement are erroneously not included in the Exhibits to this Agreement or not transferred to Buyer or the Companies for any reason, Sellers shall at their own cost transfer such assets to Buyer or the Companies, as the case may be, and Buyer and the Companies, as the case may be, shall promptly assume and accept such assets from Sellers. For the avoidance of doubt, (i) the foregoing will not give rise to any adjustment to the Purchase Price, and (ii) no intellectual property rights or assets are not part of the BPC Business shall be subject to this Section 3.3. [initials] [initials] [initials] [initials] [initials]
Wrong Pocket. (a) If the Seller Parties receive any payment (i) in respect of any Accounts Receivable included in the Acquired Assets or (ii) for any product or service sold by or on behalf of Purchaser after the Closing, the Seller Parties shall promptly remit such funds to the Purchaser.
Wrong Pocket. If, at any time following the Closing, any Party becomes aware that any asset, right or Liability that (a) should properly have been transferred to Carlyle (to the extent such asset, right or Liability should properly have been transferred to Carlyle as part of the GIGS Assets) such as to make true and correct the representation set forth in Section 5.12 and is held by a member of the Parent Group, or (b) is necessary for the operation of the Crimson CA Business as conducted as of the Closing and is held by Crimson Gulf Holdings or any of its Affiliates, then (i) Parent (with respect to any asset, right or Liability described in clause (a)) or X. Xxxxx and Xxxxxxx, jointly (with respect to any asset, right or Liability described in clause (b)), shall promptly transfer or cause its Affiliates to transfer such asset, right or Liability, as applicable, to Carlyle (with respect to any asset, right or Liability described in clause (a)) or Parent (with respect to any asset, right or Liability described in clause (b)), as applicable, and (ii) Carlyle or Parent, as applicable, shall promptly assume or cause its Affiliates to assume such asset or right, in each case for no consideration and at the transferring Party’s expense. Further, if at any time following the Closing, (x) Crimson Gulf Holdings or its Subsidiaries, on the one hand, or (y) a member of the Parent Group, on the other hand, receives any notices or monies attributable to the Crimson CA Business or the GIGS Assets, respectively, then X. Xxxxx and Xxxxxxx, jointly on behalf of Crimson Gulf Holdings, or Parent on behalf of the Parent Group, as applicable, shall promptly deliver such notices or monies to the appropriate Party.
