14Wrong Pockets; Payments Sample Clauses

14Wrong Pockets; Payments. (a) After the Closing, if the Seller or any of its Affiliates is the owner of, receives or otherwise comes to possess any Purchased Asset, the Seller promptly shall notify Purchaser and transfer or cause to be transferred, such Purchased Asset to Purchaser. After the Closing, if Purchaser or any of its Affiliates is the owner of, receives or otherwise comes to possess any Excluded Asset or any other asset that is unrelated to the Business or properly belongs to the Seller or any of its Affiliates in accordance with the terms of this Agreement, Purchaser shall promptly notify the Seller and transfer or cause to be transferred, such Excluded Asset or other asset to the Seller (or to the Affiliate designated by the Seller). Prior to any such transfer, the Person receiving or possessing such asset shall hold such asset for the benefit of any such other Person and shall not use such asset (or payment in respect of such asset) for any other purpose. (b) In the event that, after the Closing Date, any Party receives any payments or other funds due to the other Party pursuant to the terms of any of this Agreement or the Ancillary Agreements, then the Party receiving such funds shall promptly (and in any case within 15 Business Days) forward such funds to the proper Party. The Parties acknowledge and agree there is no right of offset regarding such payments and a Party may not withhold funds received from third parties for the account of the other Party in the event there is a dispute regarding any other issue under any of this Agreement or the Ancillary Agreements. (c) If the Seller or any of its Affiliates makes any deposit or payment prior to the Closing under any Purchased Contract in respect of supplies of goods for the Business not received prior to the Closing, Purchaser shall reimburse to the Seller or its applicable Affiliate, within 15 Business Days following the Closing Date, an amount equal to the portion of such deposit or payment that relates to the goods to be received after the Closing by Purchaser. If any customer or other third party offsets from any amount payable to the Seller or any of its Affiliates, any amount owed from the Business to such customer or other third party which is an Assumed Liability, Purchaser shall reimburse to the Seller or its applicable Affiliate an amount equal to such offset within 15 Business Days following Purchaser’s receipt of an invoice therefor, with reasonable supporting documentation.