Received by Purchaser. The Purchaser shall have obtained all consents, licenses, approvals, authorizations and permits required to be obtained by it as a result of the Transactions contemplated hereby, in each case in which the failure to obtain the same would materially interfere with the Purchaser’s ability to consummate the Transactions contemplated hereby or to operate the Business after the Closing, and no such consent, license, approval, authorization or permit shall have been withdrawn, conditioned or suspended.
Received by Purchaser. After the Closing, if Purchaser receives (i) any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any Selling Affiliate in accordance with the terms of this Agreement, or (ii) any refund or other amount which is related to claims or other matters for which Seller or any Selling Affiliate is responsible hereunder, and which amount is not an Acquired Asset, or is otherwise properly due and owing to Seller or any Selling Affiliate in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to Seller at the address set forth on Section 12.06.
Received by Purchaser. After the Closing, if Purchaser or any of its Affiliates receives (i) any amount that is an Excluded Asset or is otherwise properly due and owing to Seller, Seller Parent or any of their Affiliates in accordance with the terms of this Agreement or (ii) any amount that is related to claims or other matters for which Seller, Seller Parent or any of their Affiliates is responsible hereunder, and which amount is not an Acquired Asset, or is otherwise properly due and owing to Seller, Seller Parent or any of their Affiliates in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to Seller and Seller Parent at the address set forth in Section 12.06.
