Common use of Mail Handling Clause in Contracts

Mail Handling. (a) To the extent that Purchaser and/or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or its Subsidiaries and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Closing Date, Purchaser may deliver to Seller any checks or drafts made payable to Seller Parent, the Other Sellers, Seller or its Subsidiaries that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, any Other Seller, Seller or its Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, any Other Seller, Seller or its Subsidiaries but relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver such mail or packages to Purchaser. After the Closing Date, to the extent that Purchaser receives cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties may not assert any set-off, hold-back, escrow or other restriction against any payment described in this Section 6.15.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Avago Technologies LTD), Purchase and Sale Agreement (Avago Technologies LTD), Purchase and Sale Agreement (PMC Sierra Inc)

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Mail Handling. (a) To After the Closing, to the extent that Purchaser the Surviving Corporation and/or any of its Subsidiaries previously has received or receives any mail or packages addressed to any Seller Parent, any Other Seller the SunGard Entities or Seller or its their Subsidiaries and delivered to Purchaser the Surviving Corporation not relating to the Business, the Purchased Subsidiary InterestsCompany or its Subsidiaries, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights or the Assumed Liabilities, Purchaser Surviving Corporation shall promptly deliver such mail or packages to SellerSunGard Data. After the Closing Date, Purchaser Parent or its Affiliates may deliver to Seller SunGard Data, or SunGard Data or its Affiliates may deliver to the Surviving Corporation or its Affiliates, any checks or drafts made payable to Seller Parentthe SunGard Entities or their respective Subsidiaries, or made payable to the Other Sellers, Seller Surviving Corporation or its Subsidiaries Subsidiaries, that constitutes property of the Surviving Corporation or its Affiliates or of a Purchased AssetSunGard Entity or its Affiliates, as the case may be, and Seller SunGard Data or the Surviving Corporation, as the case may be, shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser the Surviving Corporation or such Affiliate or the SunGard Entity or its Affiliates within five (5) Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaserthe other Party, endorse such checks or drafts to Purchaser the Surviving Corporation or the SunGard Entity for collection. To After the Closing, to the extent any Seller Parent, any Other Seller, Seller SunGard Entity or its Subsidiaries previously has received or receives any mail or packages addressed and delivered to Seller Parent, any Other Seller, Seller such SunGard Entity or its Subsidiaries but relating that relates to the Business, the Purchased Subsidiary InterestsCompany or its Affiliates, the Purchased Assets or the Assumed Liabilities, Seller SunGard Data shall promptly deliver such mail or packages to PurchaserParent. After the Closing Date, to the extent that Purchaser receives cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties Neither Party may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.157.20.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GL Trade Overseas, Inc.), Agreement and Plan of Merger (Sungard Capital Corp Ii)

Mail Handling. (a) To From and after the Closing Date, to the extent that Purchaser and/or or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or any of its Subsidiaries and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights Assets or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Closing Date, Purchaser may deliver to Seller any checks or drafts made payable to Seller Parent, the Other Sellers, Seller or any of its Subsidiaries that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, any Other Seller, Seller or any of its Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, or any Other Seller, Seller or of its Subsidiaries but relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver such mail or packages to Purchaser. After the Closing Date, to the extent that Purchaser receives any cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days Days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. After the Closing Date, to the extent that Seller or any of its Subsidiaries receives any cash (including by electronic transfer) or checks or drafts made payable to Purchaser or any of its Subsidiaries that constitutes a Purchased Asset, Seller shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Purchaser within five Business Days for such amount received, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. All payments other than by check or draft described in this Section 5.9 shall be remitted no later than five Business Days following receipt. The Parties may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.155.9.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Extreme Networks Inc)

Mail Handling. (a) Effective as of the Closing Date, Purchaser and its Affiliates shall have the right to open all mail and packages delivered to it that is addressed to Seller or any of the Other Sellers relating to the Business, the Purchased Assets, the Transferred Business Intellectual Property Rights or the Assumed Liabilities. To the extent that Purchaser and/or or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or its Subsidiaries any Subsidiary and delivered to Purchaser or any of its Affiliates not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Closing Date, Purchaser may deliver to Seller any checks or drafts made payable to Seller Parent, the or any Other Sellers, Seller or its Subsidiaries that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, or any Other Seller, Seller or its Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, any Other Seller, Seller or its Subsidiaries but relating to the Business, the Purchased Subsidiary InterestsAssets, the Purchased Assets Transferred Business Intellectual Property Rights or the Assumed Liabilities, Seller shall, or shall cause any Other Seller to, promptly deliver such mail or packages to Purchaser. After the Closing Date, to the extent that Purchaser or any of its Affiliates receives cash or cash, checks or drafts made payable to Purchaser that constitutes an Excluded is not a Purchased Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days Days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties may not assert any set-off, hold-back, escrow or other restriction against any payment described in this Section 6.15.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Idearc Inc.), Asset Purchase Agreement (Infospace Inc)

Mail Handling. (a) To After the Asset Closing, to the extent that Purchaser the Company and/or any of its Subsidiaries previously has received, or the Company, Purchaser or any of their respective Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller SunGard Data or its Subsidiaries and delivered to the Company, Purchaser or any of their respective Subsidiaries not relating to the SMS Business, the Purchased Subsidiary InterestsMaintenance Business, the Purchased AssetsCompany or its Subsidiaries, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights Purchaser or the Assumed Liabilities, Purchaser Company shall promptly deliver such mail or packages to SellerSunGard Data. After the Asset Closing Date, Purchaser Parent or its Affiliates may deliver to Seller SunGard Data, or SunGard Data or its Affiliates may deliver to Purchaser or its Affiliates, any checks or drafts made payable to Seller Parent, the Other Sellers, Seller SunGard Data or its Subsidiaries Subsidiaries, or made payable to Purchaser or its Subsidiaries, as the case may be, that constitutes a Purchased Assetproperty of Purchaser or its Affiliates or of SunGard Data or its Affiliates, as the case may be, and Seller SunGard Data, or Purchaser, as the case may be, shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse the Purchaser or such Affiliate or SunGard Data or its Affiliates within five (5) Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaserthe other Party, endorse such checks or drafts to Purchaser or SunGard Data for collection. To After the Asset Closing, to the extent any Seller Parent, any Other Seller, Seller SunGard Data or its Subsidiaries previously has received or receives any mail or packages addressed and delivered to Seller Parent, any Other Seller, Seller SunGard Data or its Subsidiaries but relating that relates to the SMS Business, the Purchased Subsidiary InterestsMaintenance Business, the Purchased Assets Company or the Assumed Liabilitiesits Affiliates, Seller SunGard Data shall promptly deliver such mail or packages to PurchaserParent. After the Closing Date, to the extent that Purchaser receives cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties Neither Party may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.157.11.

Appears in 2 contracts

Samples: Asset Purchase Agreement (GL Trade Overseas, Inc.), Asset Purchase Agreement (Sungard Capital Corp Ii)

Mail Handling. (a) To the extent that Purchaser and/or Buyer or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or any of its Subsidiaries and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights Assets or the Assumed Liabilities, Purchaser Buyer shall promptly deliver such mail or packages to Seller. After the Closing Date, Purchaser Buyer may deliver to Seller any checks or drafts made payable to Seller Parent, the Other Sellers, Seller or any of its Subsidiaries that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser Buyer within five Business Days for the amounts of all such checks or drafts, or, if so requested by PurchaserBuyer, endorse such checks or drafts to Purchaser Buyer for collection. To the extent any Seller Parent, any Other Seller, Seller or any of its Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, or any Other Seller, Seller or of its Subsidiaries but relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver such mail or packages to PurchaserBuyer. After the Closing Date, to the extent that Purchaser Buyer receives any cash or checks or drafts made payable to Purchaser Buyer that constitutes an Excluded Asset, Purchaser Buyer shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days Days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.156.7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Extreme Networks Inc)

Mail Handling. (a) To the extent that Purchaser and/or or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or any of its Subsidiaries and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights Assets or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Closing DateDate and to the extent not reflected or otherwise taken into account in the Final Purchase Price, Purchaser may deliver to Seller any checks or drafts made payable to Seller Parent, the Other Sellers, Seller or any of its Subsidiaries that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, any Other Seller, Seller or any of its Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, or any Other Seller, Seller or of its Subsidiaries but relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver such mail or packages (or copies thereof) to PurchaserPurchaser to the extent relating to the Purchased Assets or the Assumed Liabilities, as applicable. After the Closing DateDate and to the extent not reflected or otherwise taken into account in the Final Purchase Price, to the extent that Purchaser receives any cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days Days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. After the Closing Date and to the extent not reflected or otherwise taken into account in the Final Purchase Price, to the extent that Seller receives any cash or checks or drafts made payable to Seller that constitute a Purchased Asset, Seller shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Purchaser within five Business Days for such amount received, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. The Parties parties may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.156.08.

Appears in 1 contract

Samples: Asset Purchase Agreement (Viasat Inc)

Mail Handling. (a) To From and after the Closing Date, to the extent that Purchaser and/or or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, the Company or any Other Seller or Seller or its of their respective Subsidiaries and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights Assets or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Sellerthe Company. After Subject to the Closing Dateprovisions of Section 2.02, after determination of the Definitive Transaction Flow, Purchaser may deliver to Seller the Company any checks or drafts made payable to Seller Parent, the Other Sellers, Seller Company or any of its Subsidiaries that constitutes a Purchased Asset, and Seller the Company shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five (5) Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, the Company or any Other Seller, Seller or its of their respective Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, the Company or any Other Seller, Seller or of its Subsidiaries but relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets or the Assumed Liabilities, Seller the Company shall promptly deliver such mail or packages to Purchaser. After Subject to the Closing Dateprovisions of Section 2.02, after determination of the Definitive Transaction Flow, to the extent that Purchaser receives any cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller the Company within five (5) Business days Days for such amount received, or, if so requested by Sellerthe Company, endorse such checks or drafts to Seller the Company for collection. Subject to the provisions of Section 2.02, after determination of the Definitive Transaction Flow, to the extent that the Company or any of its Subsidiaries receives any cash (including by electronic transfer) or checks or drafts made payable to Purchaser or any of its Subsidiaries that constitutes a Purchased Asset, the Company shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Purchaser within five (5) Business Days for such amount received, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. Subject to the provisions of Section 2.02, after determination of the Definitive Cash Flow, all payments other than by check or draft described in this Section 6.10 shall be remitted no later than five (5) Business Days following receipt. The Parties may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.156.10.

Appears in 1 contract

Samples: Asset Purchase Agreement (TTEC Holdings, Inc.)

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Mail Handling. (a) To the extent that Purchaser and/or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or its Subsidiaries and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, Transferred Assets or the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Closing Date, Purchaser may deliver to Seller any checks or drafts made payable to Seller Parent, the Other Sellers, Seller or its Subsidiaries that constitutes a Purchased Transferred Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five ten (10) Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, any Other Seller, Seller or its Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, any Other Seller, Seller or its Subsidiaries but relating to the Business, the Purchased Subsidiary Interests, the Purchased Transferred Assets or the Assumed LiabilitiesTransferred liabilities, Seller shall promptly deliver such mail or packages to Purchaser. After the Closing Date, to the extent that Purchaser receives cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five ten (10) Business days Days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties Neither Party may not assert any set-off, hold-back, escrow or other restriction against any payment described in this Section 6.156.11.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arlo Technologies, Inc.)

Mail Handling. (a) To the extent that Purchaser and/or any of its Subsidiaries Affiliates receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller Party or its Subsidiaries Affiliates and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights Assets or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Applicable Closing Date, Purchaser may deliver to Seller any checks or drafts made payable to any Seller Parent, the Other Sellers, Seller Party or its Subsidiaries Affiliates that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, any Other Seller, Seller Party or its Subsidiaries Affiliates receives any mail or packages addressed and delivered to any Seller Parent, any Other Seller, Seller Party or its Subsidiaries Affiliates but relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver such mail or packages to Purchaser. After the Applicable Closing Date, to the extent that Purchaser receives cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days Days for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.15.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Avago Technologies LTD)

Mail Handling. (a) To the extent that Purchaser and/or or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or any of its Subsidiaries and delivered to Purchaser not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights Assets or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Closing Date, Purchaser may deliver to Seller any checks or drafts made payable to Seller Parent, the Other Sellers, Seller or any of its Subsidiaries that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, any Other Seller, Seller or any of its Subsidiaries receives any mail or packages addressed and delivered to Seller Parent, or any Other Seller, Seller or of its Subsidiaries but relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets or the Assumed Liabilities, Seller shall promptly deliver such mail or packages to Purchaser. After the Closing Date, to the extent that Purchaser receives any cash or checks or drafts made payable to Purchaser that constitutes an Excluded Asset, Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, reimburse Seller within five Business days Days from the date of deposit for such amount received, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties parties may not assert any set-set off, hold-hold back, escrow or other restriction against any payment described in this Section 6.155.04.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearfield, Inc.)

Mail Handling. (a) Effective as of the Closing Date, Purchaser and/or its Affiliates shall have the right to open all mail and packages delivered to it that is addressed to Seller or any of the Other Sellers and that reasonably may be related to the Business, the Purchased Assets, the Transferred Business Intellectual Property Rights or the Assumed Liabilities. To the extent that Purchaser and/or any of its Subsidiaries receives any mail or packages addressed to any Seller Parent, any Other Seller or Seller or its Subsidiaries any Subsidiary and delivered to Purchaser and/or any of its controlled Affiliates not relating to the Business, the Purchased Subsidiary Interests, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Intellectual Property Rights or the Assumed Liabilities, Purchaser shall promptly deliver such mail or packages to Seller. After the Closing Date, Purchaser may deliver to Seller any checks or drafts made payable to Seller Parent, the Other Sellers, Seller or its Subsidiaries any Subsidiary thereof that constitutes a Purchased Asset, and Seller shall promptly deposit such checks or drafts, and, upon receipt of funds, reimburse Purchaser within five (5) Business Days for the amounts of all such checks or drafts, or, if so requested by Purchaser, endorse such checks or drafts to Purchaser for collection. To the extent any Seller Parent, any Other Seller, Seller or its Subsidiaries any Subsidiary receives any mail or packages addressed and delivered to Seller Parent, any Other Seller, Purchaser or to Seller or any of its Subsidiaries but relating to the Business, the Purchased Subsidiary InterestsAssets, the Purchased Assets Transferred Business Intellectual Property Rights or the Assumed Liabilities, Seller shall, or shall cause such Subsidiary to, promptly deliver such mail or packages to Purchaser. After the Closing Date, Seller may deliver to the extent that Purchaser receives cash or any checks or drafts made payable to Purchaser or any Subsidiary thereof that constitutes an Excluded Asset, and Purchaser shall promptly use such cash to, or deposit such checks or drafts and upon receipt of funds from such checks or drafts, and, upon receipt of funds, reimburse Seller within five (5) Business days Days for the amounts of all such amount receivedchecks or drafts, or, if so requested by Seller, endorse such checks or drafts to Seller for collection. The Parties may not assert any set-off, hold-back, escrow or other restriction against any payment described in this Section 6.15.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infospace Inc)

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