Prudential Rubloff et Sample Clauses

Prudential Rubloff et al., Case No. 2014 CH 1892, Circuit Court of Cook County, Illinois and Case No. Case Number: 1-24-0833, Illinois Appellate Court, First District, and (y) ▇▇▇▇▇▇▇▇ v. Homesevices of Illinois et. al., Case No. 2014 L 00040, Eighteenth Judicial Circuit, DuPage County, Illinois (collectively, the “Berkshire Litigation”) or any rights or proceeds that are payable thereunder to the Seller Parties (collectively, the “Seller Berkshire Proceeds”). Following the Closing, Buyer and the Company shall not, and shall cause their respective Affiliates and the Company Group not to, assert any right, title or interest in and to the Seller Berkshire Proceeds, and in the event any such Seller Berkshire Proceeds are paid to the Company Group or any of its Affiliates, within five (5) Business Days of Seller Representative’s request, shall promptly remit to Seller Representative or its designee by wire transfer of immediately available funds to an account specified by Seller Representative all of the Seller Berkshire Proceeds, without setoff, deduction or counterclaim, other than any (i) reasonable and documented out-of-pocket costs and expenses incurred by the Buyer Parties or any member of the Company Group after the Closing to recover such proceeds at the written instruction of the Seller Representative and (ii) Taxes payable by the Buyer Parties or any member of the Company Group as a result of the receipt of the Seller Berkshire Proceeds or attributable to paying over and remitting such proceeds to the Seller Representative or its designees for distribution to the Unitholders and Blocker Sellers.
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