Common use of Wrong Pocket Clause in Contracts

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. (b) If the Purchaser receives any payment for any product or service sold by or on behalf of the Seller Parties after the Closing, the Purchaser shall promptly remit such funds to the Seller. (c) In furtherance of the foregoing, if any party receives a payment from a third party that, pursuant to the terms hereof, should have been paid to the other party hereto, the party who receives the payment agrees to hold in trust and promptly remit such payment to the party entitled thereto. If either party receives a payment from a customer that cannot be identified to a specific invoice or obligation, the recipient shall, if reasonable under the circumstances, inquire of the customer as to the intended application thereof and, lacking a response, the payment shall be applied to the oldest outstanding undisputed invoice relating to the payor.