Common use of Pre-Closing Receivables Clause in Contracts

Pre-Closing Receivables. 8.4.1 The Purchaser shall not acquire the Pre-Closing Receivables, and accordingly the Seller or, as the case may be, the other relevant members of the Seller’s Group (as applicable) shall remain entitled to the Pre-Closing Receivables in accordance with the terms of Clauses 8.4.2 and 8.4.3. 8.4.2 The Purchaser agrees that the Seller (or such other member(s) of the Seller’s Group as the Seller may nominate) (each, a “Collecting Seller”) shall be responsible for the collection of any of the Pre-Closing Receivables and that: (i) each Collecting Seller shall be entitled to take such steps as it may think fit (having regard for maintaining good relationships with third parties from whom Pre-Closing Receivables are being collected) to recover any Pre-Closing Receivables; (ii) the Purchaser shall not take, and shall procure that no other member of the Purchaser’s Group takes, any step to collect any of the Pre-Closing Receivables (unless agreed in writing with the Seller or relevant Collecting Seller), and shall not do anything to hinder their collection by any Collecting Seller; and (iii) if the Purchaser or any other member of the Purchaser’s Group should receive any written communication or payment in respect of any Pre-Closing Receivable, the Purchaser shall use reasonable efforts to give, or procure that there are given, written details of any such written communication or payment to the Seller as soon as reasonably practicable following receipt thereof. 8.4.3 In the event that, notwithstanding Clauses 8.4.1 and 8.4.2 above, a member of the Purchaser’s Group receives any monies in respect of any Pre-Closing Receivables, then the Purchaser shall procure that those monies are paid by the recipient to the Seller or, as directed, its Affiliate, as soon as reasonably practicable after the amount is received.

Pre-Closing Receivables. 8.4.1 (a) The Purchaser parties acknowledge and agree that all accounts receivable and notes receivable related to the Product Lines that are accrued but unpaid prior to the Closing (the “Pre-Closing Receivables”) shall not acquire remain the property of Seller or Seller’s Affiliates and shall be collectable by Seller or Seller’s Affiliates subsequent to the Closing in the ordinary course of business consistent with Seller’s past collection practices. If subsequent to the Closing, Buyer or Buyer’s Affiliates receive any payments of any kind from any Person that is an obligor with respect to Pre-Closing Receivables, and accordingly then, (i) if such payment or any portion thereof is specified (initially or after inquiry) by the obligor to be for a Pre-Closing Receivable, (ii) if it is apparent that such payment or any portion thereof is intended by the obligor to be for a Pre-Closing Receivable, or (iii) if it is unclear whether such payment or any portion thereof is intended by the obligor to be for a Pre-Closing Receivable (it being understood, however, that if it is initially unclear but after good faith inquiry it is apparent that such payment or any portion thereof is not intended by the obligor to be for a Pre-Closing Receivable, Buyer may retain that payment or portion thereof that is not intended by the obligor to be for a Pre-Closing Receivable), Buyer shall within 30 days of receipt of such payment remit the full amount of such payment (or portion thereof) to Seller. (b) If Seller or its Affiliates receive any payments of accounts receivable on sales of Fact plus® Products (i) subsequent to the Closing with respect to sales made in a country not subject to an Impeding Factor or (ii) subsequent to the date of the applicable Local Closing with respect to sales made in a country subject to an Impeding Factor, then, (A) if such payment or any portion thereof is specified (initially or after inquiry) by the payor to be for a post-Closing sale of Fact plus® Products (or, in the case of clause (ii), a post-Local Closing sale of Fact plus® Products), (B) if it is apparent that such payment or any portion thereof is intended by the payor to be for a post-Closing sale of Fact plus® Products (or, in the case of clause (ii), a post-Local Closing sale of Fact plus® Products), or (C) if it is unclear whether such payment or any portion thereof is intended by the payor to be for a post-Closing sale of Fact plus® Products (or, in the case of clause (ii), a post-Local Closing sale of Fact plus® Products) (it being understood, however, that if it is initially unclear but after good faith inquiry it is apparent that such payment or any portion thereof is not intended by the payor to be for a post-Closing, or post-Local Closing, as the case may be, sale of Fact plus® Products, Seller may retain that payment or portion thereof that is not intended by the other relevant members payor to be for a post-Closing, or post-Local Closing, as the case may be, sale of Fact plus® Products), Seller shall within 30 days of receipt of such payment remit the Seller’s Group (as applicable) shall remain entitled to the Pre-Closing Receivables in accordance with the terms full amount of Clauses 8.4.2 and 8.4.3. 8.4.2 The Purchaser agrees that the Seller such payment (or such other member(s) of the Seller’s Group as the Seller may nominate) (each, a “Collecting Seller”) shall be responsible for the collection of any of the Pre-Closing Receivables and that: (i) each Collecting Seller shall be entitled to take such steps as it may think fit (having regard for maintaining good relationships with third parties from whom Pre-Closing Receivables are being collectedportion thereof) to recover any Pre-Closing Receivables; (ii) the Purchaser shall not take, and shall procure that no other member of the Purchaser’s Group takes, any step to collect any of the Pre-Closing Receivables (unless agreed in writing with the Seller or relevant Collecting Seller), and shall not do anything to hinder their collection by any Collecting Seller; and (iii) if the Purchaser or any other member of the Purchaser’s Group should receive any written communication or payment in respect of any Pre-Closing Receivable, the Purchaser shall use reasonable efforts to give, or procure that there are given, written details of any such written communication or payment to the Seller as soon as reasonably practicable following receipt thereofBuyer. 8.4.3 In the event that, notwithstanding Clauses 8.4.1 and 8.4.2 above, a member of the Purchaser’s Group receives any monies in respect of any Pre-Closing Receivables, then the Purchaser shall procure that those monies are paid by the recipient to the Seller or, as directed, its Affiliate, as soon as reasonably practicable after the amount is received.