Misdirected Funds; Wrong Pockets Sample Clauses
Misdirected Funds; Wrong Pockets. If at any time after the Closing, any Target Company or any of its Affiliates (a) receives a payment from a third party intended for Seller or any of its Affiliates or (b) is in possession of any assets, properties or rights that are material for the operation of the business of Seller and is Affiliates and are primarily (as between Seller and its Affiliates (not including the Target Companies) on the one hand, and the Target Companies, on the other hand) related to or used or held for use in, the conduct of the business of Seller and is Affiliates (including as operated during the last twelve (12) months prior to the Closing), Buyer will promptly deliver, or cause to be delivered, such payment, assets, property or right to Seller for no additional consideration; provided that the foregoing shall not apply to any assets, properties or rights specifically set forth on Schedule 6.11 or that are specifically provided for or allocated between the Parties and their Affiliates pursuant to this Agreement or any Transaction Document (including as set forth in Exhibit B).
Misdirected Funds; Wrong Pockets. (i) If at any time after the Closing, MIC or any of the MIC Group is in possession of (A) any funds (including any refund or other amount relating to claims (including workers’ compensation), litigation, insurance or other matters) of, or receives a payment intended for, the Company or the Company Subsidiaries (including in respect of the Business or the Business Assets) or (B) any Business Asset that was not transferred to the Company or its designee at or prior to the Closing, MIC will promptly deliver, or cause to be delivered, such funds, payment or Business Asset to the Company for no additional consideration and net of MIC’s or such MIC Group member’s reasonable out-of-pocket costs to effectuate such transfer. The provisions of this Section 6.5(c)(i) shall not apply to refunds (or similar amounts) with respect to Taxes.
(ii) If at any time after the Closing, any of the Company or any Company Subsidiary or any of their respective Affiliates is in possession of (A) any funds (including any refund or other amount relating to claims (including workers’ compensation), litigation, insurance or other matters) of, or receives a payment intended for, any of MIC or any of the MIC Group (including in respect of the Excluded Business or the Business Assets) or (B) assets (including Intellectual Property) exclusively used or held for use in the conduct of the Excluded Business during the twelve (12)-month period prior to the Closing Date, Purchaser will promptly deliver, or cause to be delivered, such funds, payment or asset to MIC or such MIC Group member for no additional consideration and net of Purchaser’s or Purchaser’s Subsidiaries’ reasonable out-of-pocket costs to effectuate such transfer. The provisions of this Section 6.5(c)(ii) shall not apply to refunds (or similar amounts) with respect to Taxes.
(iii) The parties hereto shall reasonably cooperate to effect any transfers or other arrangements described in this Section 6.5 in a manner that is Tax efficient for MIC or any MIC Group and Purchaser and its Affiliates, including (as applicable) by treating the Person initially in possession of any such funds or assets referenced in this Section 6.5 after the Closing as holding such funds or assets as an agent or nominee for the transferee of such funds or assets for all Tax purposes, to the extent practicable and permitted by applicable Law and subject to compliance with the Material Debt Contracts and the definitive documents under the Debt Financing. 83