Common use of Certain Payments or Instruments Received from Third Parties Clause in Contracts

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer and/or any Designated Buyer receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Purchased Business, Buyer shall, and shall cause the Designated Buyers to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyer, any of the Designated Buyers according to the terms of any Transaction Document or relates primarily to the Purchased Business, the Sellers shall, and shall cause their Affiliates to, promptly deliver such amount or instrument to Buyer or the relevant Designated Buyer, as applicable. All amounts due and payable under this Section 7.09 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer and/or the Purchaser or any Designated Buyer Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document this Agreement or relates primarily to any business or business segment of the Sellers other than the Purchased Business, Buyer the Purchaser shall, and shall cause the Designated Buyers to, Purchasers to promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyer, the Purchaser or any of the Designated Buyers Purchasers according to the terms of any Transaction Document this Agreement or relates primarily to the Purchased Business, the Main Sellers shall, and shall cause their Affiliates to, the Other Sellers to promptly deliver such amount or instrument to Buyer the Purchaser or the relevant Designated Buyer, as applicablePurchasers. All amounts due and payable under this Section 7.09 5.13 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer the Purchaser and/or any Designated Buyer Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Purchased Acquired Business, Buyer the Purchaser shall, and shall cause the Designated Buyers Purchasers to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyer, the Purchaser or any of the Designated Buyers Purchasers according to the terms of any Transaction Document or relates primarily to the Purchased Acquired Business, the Sellers shall, and shall cause their Affiliates to, the other Sellers to promptly deliver such amount or instrument to Buyer the Purchaser or the relevant Designated BuyerPurchaser, as applicable. All amounts due and payable under this Section 7.09 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer and/or any Designated Buyer Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document this Agreement or relates primarily to any business or business segment of the Sellers other than the Purchased BusinessAssets, Buyer shall, and Purchaser shall cause the Designated Buyers to, promptly deliver such amount or instrument to the relevant Seller, and (b) if any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyer, any of the Designated Buyers according to the terms of any Transaction Document or relates primarily to the Purchased BusinessPurchaser, the Sellers shall, and shall cause their Affiliates to, promptly deliver such amount or instrument to Buyer or the relevant Designated Buyer, as applicablePurchaser. All amounts due and payable under this Section 7.09 8.8 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 8.8 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax Tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer the Purchaser and/or any Designated Buyer Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Purchased Business, Buyer the Purchaser shall, and shall cause the Designated Buyers Purchasers to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyerthe Purchaser, any of the Designated Buyers Purchasers according to the terms of any Transaction Document or relates primarily to the Purchased Business, the Sellers shall, and shall cause their Affiliates the other Sellers to, promptly deliver such amount or instrument to Buyer the Purchaser or the relevant Designated BuyerPurchaser, as applicable. All amounts due and payable under this Section 7.09 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer and/or the Purchaser, any Designated Buyer Purchaser or any Company receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document or relates primarily to any business or business segment of Document, the Sellers other than the Purchased Business, Buyer Purchaser shall, and shall cause the Designated Buyers Purchasers and the Companies to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyerthe Purchaser, any of the Designated Buyers Purchasers or the Companies according to the terms of any Transaction Document or relates primarily to the Purchased BusinessDocument, the Sellers shall, and shall cause their Affiliates to, the other Sellers to promptly deliver such amount or instrument to Buyer the Purchaser or the relevant Designated BuyerPurchaser or Company, as applicable. All amounts due and payable under this Section 7.09 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer the Purchaser and/or any Designated Buyer Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Purchased Acquired Business, Buyer the Purchaser shall, and shall cause the Designated Buyers Purchasers to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyer, the Purchaser or any of the Designated Buyers Purchasers according to the terms of any Transaction Document or relates primarily to the Purchased Acquired Business, the Sellers shall, and shall cause their Affiliates to, the other Sellers to promptly deliver such amount or instrument to Buyer the Purchaser or the relevant Designated BuyerPurchaser, as applicable. All amounts due and payable under this Section 7.09 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable best efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer the Purchaser and/or any Designated Buyer Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Purchased Business, Buyer the Purchaser shall, and shall cause the Designated Buyers Purchasers to, promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyerthe Purchaser, any of the Designated Buyers Purchasers according to the terms of any Transaction Document or relates primarily to the Purchased Business, the relevant Main Sellers shall, and shall cause their Affiliates the other Sellers to, promptly deliver such amount or instrument to Buyer the Purchaser or the relevant Designated BuyerPurchaser, as applicable. All amounts due and payable under this Section 7.09 5.13 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.

Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing Date, (a) Buyer the Purchaser and/or any Designated Buyer Purchaser receives any payment or instrument that is for the account of a Seller according to the terms of any Transaction Document or relates primarily to any business or business segment of the Sellers other than the Purchased Business, Buyer the Purchaser shall, and shall cause the Designated Buyers to, Purchasers to promptly deliver such amount or instrument to the relevant Seller, and (b) any of the Sellers or any of their Affiliates receives any payment that is for the account of Buyerthe Purchaser, any of the Designated Buyers Purchasers according to the terms of any Transaction Document or relates primarily to the Purchased Business, the Sellers shall, and shall cause their Affiliates to, the other Sellers to promptly deliver such amount or instrument to Buyer the Purchaser or the relevant Designated BuyerPurchaser, as applicable. All amounts due and payable under this Section 7.09 5.12 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Party. Any payments received under this Section 7.09 by the applicable Party will be treated by the other Party as being received by the applicable Party in its capacity as an agent for the other Party solely for U.S. federal income tax purposes.