Common use of Assistance in Collecting Certain Amounts Clause in Contracts

Assistance in Collecting Certain Amounts. From and after the Closing, Purchaser shall use commercially reasonable efforts to assist, cooperate with and consult with Seller and its Affiliates in connection with Seller’s and each Divesting Entity’s collection of all Accounts Receivables and other miscellaneous receivables related to the Products, including those that are not evidenced by instruments or invoices, existing as of the Closing and relating to the Products sold by Seller or such Divesting Entity prior to the Closing, and Purchaser shall remit promptly to Seller any payments or other sums received by Purchaser that are in respect of Accounts Receivable or that otherwise are Excluded Assets or properly for the account of Seller or any Divesting Entity. If, after the Closing, Seller or any Divesting Entity wishes to make a claim or otherwise take action with respect to any Excluded Asset or any Retained Liability, Purchaser shall, and shall cause its Affiliates to use commercially reasonable efforts to assist and cooperate with Seller or any such Divesting Entity with respect to such actions. From and after the Closing, Seller shall, and shall cause the Divesting Entities to, use commercially reasonable efforts to assist, cooperate with and consult with Purchaser in connection with Purchaser’s collection of all trade accounts and notes receivable and other miscellaneous receivables related to the Products sold after the Closing, including those that are not evidenced by instruments or invoices, and Seller shall, and shall cause its Affiliates to, remit promptly to Purchaser any payments or other sums received by Seller or any of its Affiliates after the Closing and relating to the Products sold after the Closing or amounts that are otherwise Purchased Assets. If, after the Closing, Purchaser wishes to make a claim or otherwise take action with respect to any Purchased Asset or any Assumed Liability, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to assist and cooperate with Purchaser with respect to such actions. Seller shall reimburse Purchaser for all reasonable out-of-pocket expenses incurred by Purchaser and its Affiliates in complying with this Section 7.8, and Purchaser shall promptly reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller and each Divesting Entity in complying with its obligations under this Section 7.8.

Assistance in Collecting Certain Amounts. From and after the ClosingClosing Date, Purchaser Buyer shall use commercially reasonable efforts to assist, cooperate with and consult with Seller and its Affiliates Affiliates, at Seller's request, in connection with Seller’s and each Divesting Entity’s the collection of all Accounts Receivables and other miscellaneous receivables related to the Products, including those that are not evidenced by instruments or invoices, existing as of the Closing and Receivable relating to the Products products or goods shipped or sold by Seller or such Divesting Entity prior to its Affiliates before the ClosingClosing Date, and Purchaser Buyer shall remit promptly to Seller or the relevant Affiliate any payments or other sums received by Purchaser Buyer that are in respect of Accounts Receivable relate to any sales, shipments or other matters occurring before the Closing Date or that otherwise are Excluded Assets or properly for the account of Seller or any Divesting Entityits Affiliates. If, after the Closing, Seller or any Divesting Entity wishes to make a claim or otherwise take action with respect to any Excluded Asset or any Retained Liability, Purchaser shall, and shall cause will pay Buyer for its Affiliates to use commercially reasonable out-of-pocket expenses incurred for Buyer's efforts to assist and cooperate with Seller or any such Divesting Entity with respect to such actionshereunder. From and after the Closing, Seller shall, and shall cause the Divesting Entities to, use commercially reasonable efforts to assist, cooperate with and consult with Purchaser in connection with Purchaser’s collection of all trade accounts and notes receivable and other miscellaneous receivables related to the Products sold after the Closing, including those that are not evidenced by instruments or invoices, and Seller shall, and shall cause its Affiliates to, remit promptly to Purchaser Buyer any payments or other sums received by Seller or any of its Affiliates after the Closing and relating Date that relate to the Products sold any sales or shipments made by Buyer after the Closing or amounts that are otherwise Purchased Assets. If, after the Closing, Purchaser wishes to make a claim or otherwise take action with respect to any Purchased Asset or any Assumed Liability, Date and Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to assist transmit to Buyer all written inquiries or orders, and cooperate with Purchaser with respect to such actions. refer to Buyer all oral inquiries or orders, relating to the Business (to the extent relating to operations thereof following the Closing) that are received by Seller or any Affiliate following the Closing Date; provided that Buyer promptly shall reimburse Purchaser Seller for all reasonable out-of-out of pocket expenses incurred by Purchaser and Seller or its Affiliates in complying with this Section 7.8, and Purchaser shall promptly reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller and each Divesting Entity in complying with its Seller's obligations under this Section 7.88.10.

Assistance in Collecting Certain Amounts. From and after the Closing, Purchaser shall use commercially reasonable efforts to assist, cooperate with and consult with Seller each Parent Divesting Entity and its Affiliates in connection with Seller’s and each such Parent Divesting Entity’s 's or its Affiliates' collection of all Accounts Receivables trade accounts and notes receivables and other miscellaneous receivables related to the Products, including those that are not evidenced by instruments or invoices, existing as of the Closing and relating to the Products shipped or sold by Seller or such Parent Divesting Entity or its Affiliates prior to the Closing, and Purchaser shall remit promptly to Seller such Parent Divesting Entity any payments or other sums received by Purchaser that are in respect of Accounts Receivable relate to any sales, shipments or other matters occurring prior to the Closing or that otherwise are Excluded Assets or properly for the account of Seller such Parent Divesting Entity or any Divesting Entityits Affiliates. If, after the Closing, Seller a Parent Divesting Entity or any Divesting Entity wishes of its Affiliates shall wish to make a claim or otherwise take action with respect to any Excluded Asset or any Retained Liability, Purchaser shall, and shall cause its Affiliates to use commercially reasonable efforts to assist to, assist, cooperate and cooperate consult with Seller or any such Parent Divesting Entity and its Affiliates with respect to such actions. From and after the Closing, Seller shall, and shall cause the provided that such Parent Divesting Entities to, use commercially reasonable efforts to assist, cooperate with and consult with Purchaser in connection with Purchaser’s collection of all trade accounts and notes receivable and other miscellaneous receivables related to the Products sold after the Closing, including those that are not evidenced by instruments or invoices, and Seller shall, and shall cause its Affiliates to, remit promptly to Purchaser any payments or other sums received by Seller or any of its Affiliates after the Closing and relating to the Products sold after the Closing or amounts that are otherwise Purchased Assets. If, after the Closing, Purchaser wishes to make a claim or otherwise take action with respect to any Purchased Asset or any Assumed Liability, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to assist and cooperate with Purchaser with respect to such actions. Seller Entity shall reimburse Purchaser for all reasonable out-of-pocket expenses incurred by Purchaser and its Affiliates in complying with this Section 7.87.12. Each Parent Divesting Entity shall, and shall cause its Affiliates to, remit promptly to Purchaser any payments or other sums received by such Parent Divesting Entity or its Affiliates after the Closing and relating to the Products sold after the Closing, provided that Purchaser shall promptly reimburse Seller such Parent Divesting Entity for all reasonable out-of-pocket expenses incurred by Seller and each such Parent Divesting Entity or its Affiliates in complying with its obligations under this Section 7.87.12.

Assistance in Collecting Certain Amounts. From (a) For a period of *** from and after the ClosingClosing Date, Purchaser Purchasers shall use commercially reasonable efforts to assist, cooperate with and consult with Seller and its Affiliates Affiliates, and Seller shall consult with Purchasers in connection with Seller’s 's and each Divesting Entity’s 's collection of all Accounts Receivables and other miscellaneous receivables related to the Products, including those that are not evidenced by instruments or invoices, existing as of the Closing and relating to the Products shipped or sold by Seller or such Divesting Entity prior to the Closing, and Purchaser Purchasers shall remit promptly to Seller any payments or other sums received by Purchaser Purchasers that are in respect of Accounts Receivable relate to any sales, shipments or other matters occurring prior to the Closing or that otherwise are Excluded Assets or properly property for the account of Seller or any Divesting Entity. If, after the Closing, Seller or any Divesting Entity wishes to make a claim or otherwise take action with respect to any Excluded Asset or any Retained Liability, Purchaser shall, and shall cause its Affiliates to use commercially reasonable efforts to assist to, assist, cooperate and cooperate consult with Seller or any such Divesting Entity with respect to such actions; provided, that (i) Seller or any such Divesting Entity shall reimburse Purchaser for all reasonable out of pocket expenses incurred by Purchaser and its Affiliates in complying with this Section 7.9 and (ii) Purchasers shall not be required to take any action that is reasonably likely to materially adversely impact their relationship with their customers or suppliers, including those suppliers and customers acquired as a result of this transaction. From and after the Closing, Seller shall, and shall cause the Divesting Entities to, use commercially reasonable efforts to assist, cooperate with and consult with Purchaser in connection with Purchaser’s collection of all trade accounts and notes receivable and other miscellaneous receivables related to the Products sold after the Closing, including those that are not evidenced by instruments or invoices, and Seller shall, and shall cause its Affiliates to, remit promptly to Purchaser any payments or other sums received by Seller or any of its Affiliates Divesting Entity after the Closing and relating to the Products sold after the Closing or amounts Closing; provided, that are otherwise Purchased Assets. If, after the Closing, Purchaser wishes to make a claim or otherwise take action with respect to any Purchased Asset or any Assumed Liability, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to assist and cooperate with Purchaser with respect to such actions. Seller shall reimburse Purchaser for all reasonable out-of-pocket expenses incurred by Purchaser and its Affiliates in complying with this Section 7.8, and Purchaser shall promptly reimburse Seller for all reasonable out-of-out of pocket expenses incurred by Seller and each Divesting Entity in complying with its obligations under this Section 7.87.9.

Assistance in Collecting Certain Amounts. From and For a period of 12 months after the ClosingClosing Date, Purchaser Buyer shall use commercially reasonable efforts to reasonably assist, cooperate with and consult with Seller and its Affiliates in connection with Seller’s and each Divesting Entity’s the collection of all Accounts Receivables and other miscellaneous receivables related to the Products, including those that are not evidenced by instruments or invoices, existing as of the Closing and Receivable relating to the Products products or goods shipped or sold by Seller or such Divesting Entity prior to its Affiliates on or before the ClosingClosing Date, and Purchaser Buyer shall remit promptly to Seller or the relevant Affiliate any payments or other sums received by Purchaser Buyer that are in respect of Accounts Receivable relate to any sales, shipments or other matters occurring before the Closing Date or that otherwise are Excluded Assets or properly for the account of Seller or any Divesting Entityits Affiliates. If, within 12 months after the ClosingClosing Date, Seller or any Divesting Entity wishes Affiliate thereof shall wish to make a claim or otherwise take action with respect to any an Excluded Asset or any Retained Excluded Liability, Purchaser Buyer shall, and shall cause its Affiliates to use commercially reasonable efforts to assist to, assist, cooperate and cooperate consult with Seller or any such Divesting Entity and its Affiliates with respect to such actionsaction; provided that Seller promptly shall reimburse Buyer for all reasonable out-of-pocket expenses incurred by Buyer or its Affiliates in complying with Buyer's obligations under this Section 8.09; and provided further, that such assistance and cooperation shall not require instituting or initiating any judicial or other proceedings or taking any action which would harm or have a reasonable likelihood of harming the relationship between the Buyer and the obligor of such Accounts Receivable. From and after the Closing, Seller shall, and shall cause the Divesting Entities to, use commercially reasonable efforts to assist, cooperate with and consult with Purchaser in connection with Purchaser’s collection of all trade accounts and notes receivable and other miscellaneous receivables related to the Products sold after the Closing, including those that are not evidenced by instruments or invoices, and Seller shall, and shall cause its Affiliates to, remit promptly to Purchaser Buyer any payments or other sums received by Seller or any of its Affiliates after the Closing and relating Date that relate to the Products sold any sales or shipments made by Buyer after the Closing or amounts that are otherwise Purchased Assets. If, after the Closing, Purchaser wishes to make a claim or otherwise take action with respect to any Purchased Asset or any Assumed Liability, Date and Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts Reasonable Best Efforts to assist and cooperate with Purchaser with respect transmit to such actions. Seller shall reimburse Purchaser for Buyer all reasonable out-of-pocket expenses incurred by Purchaser and its Affiliates in complying with this Section 7.8written inquiries or orders, and Purchaser to refer to Buyer all oral inquiries or orders, relating to the Business that are received by Seller or any Affiliate following the Closing Date; provided that Buyer promptly shall promptly reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller and each Divesting Entity or its Affiliates in complying with its Seller's obligations under this Section 7.88.09.

Assistance in Collecting Certain Amounts. From and after the ClosingClosing Date, Purchaser Buyer shall, and shall use commercially reasonable efforts to assist, cooperate with and consult with Seller and cause its Affiliates in connection with Seller’s and each Divesting Entity’s collection of all Accounts Receivables and other miscellaneous receivables related to the Productsto, including those that are not evidenced by instruments or invoices, existing as of the Closing and relating to the Products sold by Seller or such Divesting Entity prior to the Closing, and Purchaser shall remit promptly to Seller or Seller's relevant Affiliate any payments or other sums received by Purchaser Buyer or its Affiliates that are in respect of Accounts Receivable relate to any sales, shipments or other matters occurring before the Closing Date or that otherwise are Excluded Assets or properly for the account of Seller or any Divesting Entityits Affiliates. If, within twelve (12) months after the ClosingClosing Date, Seller or any Divesting Entity wishes Affiliate thereof shall wish to make a claim or otherwise take action with respect to any an Excluded Asset or any Retained LiabilityExcluded Liability (including, Purchaser an Account Receivable), Buyer shall, and shall cause its Affiliates to use commercially reasonable efforts to assist to, assist, cooperate and cooperate consult with Seller or any such Divesting Entity and its Affiliates with respect to such actionsaction; provided that Seller promptly shall reimburse Buyer for all reasonable out-of-pocket expenses incurred by Buyer or its Affiliates in complying with Buyer's obligations under this Section 8.06, and provided further, that such assistance and cooperation shall not require instituting or initiating any judicial or other proceedings or taking of any action which would harm or have a reasonable likelihood of harming the relationship between the Buyer and the obligor of such Excluded Asset, Excluded Liability or Account Receivable. From and after the ClosingClosing Date, Seller shall, and shall cause the Divesting Entities to, use commercially reasonable efforts to assist, cooperate with and consult with Purchaser in connection with Purchaser’s collection of all trade accounts and notes receivable and other miscellaneous receivables related to the Products sold after the Closing, including those that are not evidenced by instruments or invoices, and Seller shall, and shall cause its Affiliates to, remit promptly to Purchaser Buyer any payments or other sums received by Seller or any of its Affiliates that relate to any sales or shipments made by Buyer after the Closing Date and relating to the Products sold after the Closing or amounts that are otherwise Purchased Assets. If, after the Closing, Purchaser wishes to make a claim or otherwise take action with respect to any Purchased Asset or any Assumed Liability, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to assist and cooperate with Purchaser with respect as promptly as practicable transmit to such actions. Buyer all written inquiries or orders relating to the Business that are received by Seller shall reimburse Purchaser for all reasonable out-of-pocket expenses incurred by Purchaser and or its Affiliates in complying with this Section 7.8, and Purchaser following the Closing Date; provided that Buyer promptly shall promptly reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller and each Divesting Entity or its Affiliates in complying with its Seller's obligations under this Section 7.88.06.