Common use of Refunds and Remittances Clause in Contracts

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is related to Claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.04. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to Claims, litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04.

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.0412.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0412.04. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to Claimsclaims, litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04.

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0413.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates in accordance with the terms of this Agreement, Purchaser promptly shall remit, remit or shall cause to be remitted, such amount to Seller at the address set forth in Section 11.0413.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0413.04. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to Claimsclaims (including worker’s compensation), litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0413.04.

Refunds and Remittances. (a) After the Closing, if Seller or any of its affiliates Affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.4. After the Closing, if Purchaser or any of its affiliates Affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates Affiliates 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 in Section 11.04. 12.4. (b) After the Closing, if Purchaser or any of its affiliates Affiliates receive any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0412.4. After the Closing, if Seller or any of its affiliates Affiliates receive any refund or other amount which is related to Claims, litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.4.

Refunds and Remittances. (a) Received by Seller or its Affiliates. After the Closing, if Seller or any of its affiliates receive Affiliates receives (i) any refund or other amount which is a Transferred an Acquired Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.04. After the Closing, if Purchaser or any of its affiliates receive (ii) any refund or other amount which is related to Claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.04. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to Claims, litigation, insurance claims or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser. (b) Received by Purchaser at or its Affiliates. After the address set forth Closing, if Purchaser or any of its Affiliates receives (i) any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its Affiliates in Section 11.04accordance with the terms of this Agreement, or (ii) any refund or other amount which is related to claims or other matters for which Seller is responsible hereunder, and which amount is not an Acquired Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to Seller, or, if after dissolution of Seller, the Seller Representative’s designee.

Refunds and Remittances. After the applicable Closing, if Seller or any of its affiliates receive receives any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04. After the applicable Closing, if Purchaser or any of its affiliates receive receives any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.0412.04. After the applicable Closing, if Purchaser or any of its affiliates receive receives any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0412.04. After the applicable Closing, if Seller or any of its affiliates receive receives any refund or other amount which is related to Claimsclaims, litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04.

Refunds and Remittances. After the Closing, if the Seller or any of its affiliates receive receives any refund or other amount which that is a Transferred an Acquired Asset or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, the Seller shall promptly shall remit, or shall cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.0410.3. After the Closing, if Purchaser the Buyer or any of its affiliates receive Affiliates receives any refund or other amount which that is an Excluded Asset or is otherwise properly due and owing to the Seller or any of its affiliates in accordance with the terms of this Agreement, Purchaser the Buyer shall promptly shall remit, or shall cause to be remitted, such amount to the Seller at the address set forth in Section 11.0410.3. After the Closing, if Purchaser the Buyer or any of its affiliates receive Affiliates receives any refund or other amount which that is related to Claims claims (including workers’ compensationworkers’compensation), litigation, insurance or other matters for which the Seller is responsible hereunder, and which amount is not a Transferred an Acquired Asset, or is otherwise properly due and owing to Seller the Buyer in accordance with the terms of this Agreement, Purchaser the Buyer shall promptly shall remit, or cause to be remitted, such amount to the Seller at the address set forth in Section 11.0410.3. After the Closing, if the Seller or any of its affiliates receive receives any refund or other amount which is related to Claimsclaims, litigation, insurance or other matters for which Purchaser the Buyer is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, the Seller shall promptly shall remit, or cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.0410.3.

Refunds and Remittances. After the Closing, if Seller the Company or any of its affiliates Affiliates receive any refund or other amount which is a Transferred Purchased Asset or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, Seller the Company promptly shall remit, remit or shall cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.048.01. After the Closing, if Purchaser the Buyer or any of its affiliates Affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates the Company in accordance with the terms of this Agreement, Purchaser the Buyer promptly shall remit, remit or shall cause to be remitted, such amount to Seller the Company at the address set forth in Section 11.048.01. After the Closing, if Purchaser the Buyer or any of its affiliates Affiliates receive any refund or other amount which is related to Claims claims (including workers’ ' compensation), litigation, insurance or other matters for which Seller the Company or Parent is responsible hereunder, and which amount is not a Transferred Purchased Asset, or is otherwise properly due and owing to Seller the Company in accordance with the terms of this Agreement, Purchaser the Buyer promptly shall remit, or cause to be remitted, such amount to Seller the Company at the address set forth in Section 11.048.01. After the Closing, if Seller the Company or any of its affiliates Affiliates receive any refund or other amount which is related to Claimsclaims (including workers' compensation), litigation, insurance or other matters for which Purchaser the Buyer is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, Seller the Company promptly shall remit, or cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.048.01.

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive receives any refund or other amount which is a Transferred Business Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0411.02. After the Closing, if Purchaser or any of its affiliates receive receives any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.0411.02. After the Closing, if Purchaser or any of its affiliates receive receives any refund or other amount which is to the extent related to Claims claims (including workers’ compensation), litigation, insurance litigation or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Business Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0411.02. After the Closing, if Seller or any of its affiliates receive receives any refund or other amount which is to the extent related to Claimsclaims (including workers’ compensation), litigation, insurance litigation or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0411.02.

Refunds and Remittances. After the Closing, if Seller the Sellers or any of its affiliates their respective Affiliates receive any refund or other amount which that is a Transferred Purchased Asset or is otherwise properly due and owing to a Purchaser or any of its Affiliates in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04applicable Purchaser. After the Closing, if Purchaser the Purchasers or any of its affiliates their respective Affiliates receive any refund or other amount which that is an Excluded a Subject Asset or is otherwise properly due and owing to a Seller or any of its affiliates Affiliates in accordance with the terms of this Agreement, Purchaser subject to Section 5.20(b) the Purchasers promptly shall remit, or shall cause to be remitted, such amount to Seller at the address set forth in Section 11.04applicable Seller. After the Closing, if Purchaser the Purchasers or any of its affiliates their respective Affiliates receive any refund or other amount which that is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller any of the Sellers or their respective Affiliates is responsible hereunder, and which amount is not a Transferred Purchased Asset, or is otherwise properly due and owing to Seller any of the Sellers or their respective Affiliates in accordance with the terms of this Agreement, Purchaser the Purchasers promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.04Sellers. After the Closing, if Seller the Sellers or any of its affiliates their respective Affiliates receive any refund or other amount which that is related to Claimsclaims (including workers’ compensation), litigation, insurance or other matters for which Purchaser any of the Purchasers or their respective Affiliates is responsible hereunder, and which amount is not an Excluded a Subject Asset, or is otherwise properly due and owing to Purchaser any of the Purchasers or their respective Affiliates in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or cause to be remitted, such amount to Purchaser at the address Purchasers. Notwithstanding the foregoing, the parties to this Agreement agree that this Section 5.22 shall not cover or apply to any refunds related to Taxes, which are covered exclusively by the provisions set forth in Section 11.0410.7.

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive receives any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0411.02. After the Closing, if Purchaser or any of its affiliates receive receives any refund or other amount which is an Excluded Asset or which is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.0411.02. After the Closing, if Purchaser or any of its affiliates receive receives any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance litigation or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, Asset or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0411.02. After the Closing, if Seller or any of its affiliates receive receives any refund or other amount which is related to Claimsclaims (including workers’ compensation), litigation, insurance litigation or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0411.02.

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.0412.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is related to Claims claims (including workers’ ' compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0412.04. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to Claimsclaims (including worker's compensation), litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04.

Refunds and Remittances. After the Closing, if Seller the Sellers or any of its affiliates their Affiliates receive any refund or other amount which is a Transferred Purchased Asset or is otherwise properly due and owing to Purchaser the Buyer or any of its Affiliates in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or shall cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.0412.8. After the Closing, if Purchaser the Buyer or any of its affiliates Affiliates or their respective assigns receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller the Sellers, the Health Center Operator or any of its affiliates their respective Affiliates in accordance with the terms of this Agreement, Purchaser the Buyer promptly shall remit, or shall cause to be remitted, such amount to Seller the Sellers at the address set forth in Section 11.0412.8, or to the Health Center Operator, as the case may be. After the Closing, if Purchaser the Buyer, its assignees or any of its affiliates their respective Affiliates receive any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller is the Sellers are responsible hereunder, and which amount is not a Transferred Purchased Asset, or is otherwise properly due and owing to Seller the Sellers or the Health Center Operator in accordance with the terms of this Agreement, Purchaser the Buyer promptly shall remit, or cause to be remitted, such amount to Seller the Sellers at the address set forth in Section 11.0412.8. After the Closing, if Seller the Sellers or any of its affiliates their Affiliates receive any refund or other amount which is related to Claimsclaims (including worker’s compensation), litigation, insurance or other matters for which Purchaser the Buyer is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.0412.8.

Refunds and Remittances. After the Closing, if the Seller or any of its affiliates receive receives any refund or other amount which that is a Transferred an Acquired Asset or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, the Seller shall promptly shall remit, or shall cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.0410.3. After the Closing, if Purchaser the Buyer or any of its affiliates receive Affiliates receives any refund or other amount which that is an Excluded Asset or is otherwise properly due and owing to the Seller or any of its affiliates in accordance with the terms of this Agreement, Purchaser the Buyer shall promptly shall remit, or shall cause to be remitted, such amount to the Seller at the address set forth in Section 11.0410.3. After the Closing, if Purchaser the Buyer or any of its affiliates receive Affiliates receives any refund or other amount which that is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which the Seller is responsible hereunder, and which amount is not a Transferred an Acquired Asset, or is otherwise properly due and owing to Seller the Buyer in accordance with the terms of this Agreement, Purchaser the Buyer shall promptly shall remit, or cause to be remitted, such amount to the Seller at the address set forth in Section 11.0410.3. After the Closing, if the Seller or any of its affiliates receive receives any refund or other amount which is related to Claimsclaims, litigation, insurance or other matters for which Purchaser the Buyer is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, the Seller shall promptly shall remit, or cause to be remitted, such amount to Purchaser the Buyer at the address set forth in Section 11.0410.3.

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive the Seller Affiliates receives any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall will remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04. After the Closing, if Purchaser or any of its affiliates receive Affiliates receives any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates the Seller Affiliates in accordance with the terms of this Agreement, Purchaser promptly shall will remit, or shall cause to be remitted, such amount to Seller at the address set forth in Section 11.0412.04. After the Closing, if Purchaser or any of its affiliates receive Affiliates receives any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall will remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.0412.04. After the Closing, if Seller or any of its affiliates receive the Seller Affiliates receives any refund or other amount which is related to Claimsclaims (including workers’ compensation), litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall will remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.0412.04.

Refunds and Remittances. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any of its affiliates 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 in Section 11.04. After the Closing, if Purchaser or any of its affiliates receive any refund or other amount which is related to Claims claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.04. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to Claimsclaims, litigation, insurance or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04.

Refunds and Remittances. (a) After the Closing, : (i) if Seller the Sellers or any of its affiliates their Affiliates receive any refund or other amount which that is a Transferred Asset or is otherwise properly due and owing to Purchaser the Buyers in accordance with the terms of this Agreement, Seller the Sellers promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04. After Buyers and (ii) if the Closing, if Purchaser Buyers or any of its affiliates their Affiliates receive any refund or other amount which that is an Excluded Asset or is otherwise properly due and owing to Seller the Sellers or any of its affiliates their Affiliates in accordance with the terms of this Agreement, Purchaser the Buyers promptly shall remit, or shall cause to be remitted, such amount to Seller at the address set forth in Section 11.04. After Sellers. (b) In the Closingevent that, if Purchaser after the Closing Date, (i) either Party reasonably believes Sellers or any their Affiliates have retained ownership of an asset intended to be conveyed to Buyers as a Transferred Asset as contemplated by this Agreement, for no additional consideration to the Sellers or any of its affiliates receive any refund their Affiliates, the Sellers shall and shall cause their controlled Affiliates to convey, assign or other amount which is related transfer promptly such Transferred Asset to Claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunderBuyers, and which amount is not a Transferred Asset, or is otherwise properly due the Parties hereto shall execute all other documents and owing to Seller in accordance with the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.04. After the Closing, if Seller or any of its affiliates receive any refund or other amount which is related to Claims, litigation, insurance or other matters for which Purchaser is responsible hereunderinstruments, and which amount is not take all other lawful actions reasonably requested, in order to assign and transfer such Transferred Asset to Buyers or their designees or (ii) either Party reasonably believes an Excluded AssetAsset has been conveyed to Buyers, Buyers shall convey, assign or is otherwise properly due transfer promptly such Excluded Asset to the Sellers, and owing the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, assign and transfer such Excluded Asset to Sellers or cause to be remitted, such amount to Purchaser at the address set forth in Section 11.04their designee.

Refunds and Remittances. (a) After the Closing, Closing (i) if the Seller or any of its affiliates Affiliates receive any refund or other amount which that is a Transferred Asset or is otherwise properly due and owing to Purchaser the Buyer in accordance with the terms of this Agreement, the Seller promptly shall hold in trust for the benefit of the Buyer and remit, or shall cause to be held in trust and remitted, promptly such amount to Purchaser at the address set forth in Buyer; provided, however, that until the Receivables Finalization Date, neither Seller nor any of its Affiliates shall be required to so hold or remit any amounts to which the Seller or any its Affiliates is entitled under Section 11.04. After 5.12(b) below and (ii) if the Closing, if Purchaser Buyer or any of its affiliates Affiliates shall receive any refund or other amount which that is an Excluded Asset or is otherwise properly due and owing to the Seller or any of its affiliates Affiliates in accordance with the terms of this Agreement, Purchaser promptly the Buyer shall hold and remit, or shall cause to be held in trust for the benefit of the Sellers and its Affiliates and remitted, such amount amounts promptly to the Seller at and its Affiliates. (b) Until no Excluded Receivables that exist as of the address set forth Closing Time from a Person (“Closing Time Receivables”) remain outstanding (the “Receivables Finalization Date”), the Buyer shall, and shall cause its Affiliates to, hold in Section 11.04. After trust on behalf of the ClosingSeller and its Affiliates and promptly remit to the Seller and its Affiliates all proceeds of receivables of the Business received from or on behalf of such Person, if Purchaser which proceeds are not specifically identified by the payee as made with respect to any invoice issued by the Buyer or any of its affiliates receive Affiliates with respect to goods or services provided by any refund or other amount which is related to Claims (including workers’ compensation), litigation, insurance or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Seller in accordance with of the terms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 11.04. After the Closing, if Seller Buyer or any of its affiliates receive any refund or other amount which is related Affiliates after the Closing. The Seller shall have the right to Claims, litigation, insurance or other matters for which Purchaser is responsible hereunderconduct an audit of such remittances from time to time upon five (5) days’ notice to the Buyer. The Buyer shall not, and which amount is shall cause its Affiliates not an Excluded Assetto, enter into any agreement or understanding with, or is otherwise properly due and owing grant any waivers to, any Person with respect to Purchaser in accordance with payment of any receivable of the terms of this Agreement, Seller promptly shall remitBusiness, or cause take any other action that, in each case, is reasonably likely to be remitted, such amount to Purchaser at have an adverse effect on the address set forth in Section 11.04collection of any Excluded Receivable.