Payments After Closing. In the event that a payment is ---------------------- received by Seller from any person or entity and such payment indicates an intent (or is accompanied by or is the subject of any other unsolicited unambiguous indication of intent) that the payment is being made with respect to Product sold after Closing, then Seller shall forward such payment to Purchaser as promptly as practicable after receipt. In the event that a payment is received by Purchaser from any person or entity and such payment indicates an intent (or is accompanied by or is the subject of any other unsolicited, unambiguous indication of intent) that the payment is being made with respect to Product sold before Closing, then the Purchaser shall forward such payment to the Seller as promptly as practicable after receipt. In the event that a payment is received by either Purchaser or Seller from any person or entity and such payment does not indicate any indication or intent, the payment shall be allocated first to pay for sales of Product prior to Closing by Seller, and after all such sales are fully paid and accounted for, the payment shall be applied to sales of Product after Closing by Purchaser.

Payments After Closing. Purchaser shall pay any portion of the Purchase Price due after the Closing in accordance with the provisions of this Agreement or other agreement covering such payment.

Payments After Closing. All payments and reimbursements by any third party after the Effective Time in the name of or to a Party to which the other Party is entitled in accordance with the provisions of this Agreement shall be held by such Party as custodian for the other Party and, as soon as practicable but in any event not later than ten (10) Business Days of receipt by such Party of any such payment or reimbursement, such Party shall pay over to the other Party the amount of such payment or reimbursement.

Payments After Closing. As soon as practicable following the Closing Date (and no later than 10 Business Days following the Closing Date), Acquirer shall cause the Surviving Corporation to pay through the Surviving Corporation’s payroll system to (i) each of the individuals listed in Schedule 2.4(c) of the Company Disclosure Letter the cash bonus (the “Carve-Out Bonus”) listed opposite each such individual’s name under the “Carve-Out Bonus” column in Schedule 2.4(c) of the Company Disclosure Letter (net of applicable withholding Taxes), (ii) each of the individuals listed in Schedule 2.4(c) of the Company Disclosure Letter the cash bonus (the “Additional Transaction Bonus”) listed opposite each such individual’s name under the “Additional Transaction Bonus” column in Schedule 2.4(c) of the Company Disclosure Letter (net of applicable withholding Taxes), and (iii) each Non-Continuing Bonus Recipient the cash bonus listed for such Non-Continuing Bonus Recipient in the Company Bonus Certificate, in each case, provided, that the recipient of the Carve-Out Bonus, Additional Transaction Bonus and Non-Continuing Performance Bonus, as applicable, has executed and delivered a release, in a form reasonably acceptable to Acquirer and the Stockholders’ Agent. To the extent a recipient of a Carve-Out Bonus, Additional Transaction Bonus or Non-Continuing Performance Bonus has not executed such a release as of the date that such bonus would otherwise be paid, Acquirer and the Surviving Corporation may withhold the bonus amount payable to such recipient until such a release has been signed and delivered by such recipient. If, as of the 90th day after the Closing Date, any Carve-Out Bonus, Additional Transaction Bonus or Non-Continuing Performance Bonus has not been paid to the recipient thereof (and is not payable to such recipient), then Acquirer shall or shall cause to be paid such unpaid amounts (together with the employer portion of any payroll Taxes with respect thereto) to the Converting Holders in accordance with their respective Pro Rata Shares thereof.

Payments After Closing. Any and all Contingent Consideration Payments (as adjusted to deduct any Closing Offset in accordance with Section 2.9.2) to be made pursuant to Section 2.14 shall be paid in accordance with Section 2.9.1.

Payments After Closing. (i) Unocal shall deliver to Purchaser:

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Obligations After Closing After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.
Payments After Termination No payments of money by Tenant to Landlord after the termination of this Lease, in any manner, or after giving of any notice (other than a demand for payment of money) by Landlord to Tenant, shall reinstate, continue or extend the term of this Lease or affect any notice given to Tenant prior to the payment of such money, it being agreed that after the service of notice of the commencement of a suit or other final judgment granting Landlord possession of the Premises, Landlord may receive and collect any sums of rent due, or any other sums of money due under the terms of this Lease or otherwise exercise its rights and remedies hereunder. The payment of such sums of money, whether as rent or otherwise, shall not waive said notice or in any manner affect any pending suit or judgment theretofore obtained.
After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.
Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.
Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.
Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.
After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.
Conditions to All Credit Extensions after the Closing Date Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
Payments after Death Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to the Participant’s designated beneficiary, or if no beneficiary survives the Participant, administrator or executor of the Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

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