Common use of Refunds and Remittances Clause in Contracts

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down Period: (i) if the Sellers or any of their Affiliates receive any refund (including, without limitation and for the avoidance of doubt, any funds received by Sellers in connection with (1) a reversionary interest under a qualified settlement fund, settlement trust, or settlement agreement entered into in connection with the foregoing or (2) the enforcement, prosecution, pursuit, defense, compromise, settlement, or resolution of the Specified Avoidance Actions and/or any outstanding adversary proceedings or contested matters in the Chapter 11 Cases) or other amount that is a Transferred Asset or is otherwise properly due and owing to the Buyers in accordance with the terms of this Agreement, the Sellers promptly shall remit, or shall cause to be remitted, such amount (including, in the case of any Tax refunds, any interest on such refunds that is payable by the applicable Governmental Authority, net of any Taxes thereon) to the Buyers and (ii) if the Buyers or any of their Affiliates receive any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to the Sellers or any of their Affiliates in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers promptly shall remit, or shall cause to be remitted, such amount to the Sellers. (b) In the event that, after the Closing Date and until the end of the Wind-Down Period, (i) Sellers or any of their Affiliates have retained ownership of an asset (including any Contract) that is a Specified Equity Interest or a Transferred Asset as contemplated by this Agreement, for no additional consideration to the Sellers or any of their Affiliates, the Sellers shall and shall cause their controlled Affiliates to convey, assign or transfer promptly such Specified Equity Interest or Transferred Asset to the Buyers, and the Parties hereto shall execute all other documents and instruments, and take all other lawful actions reasonably requested, including in the case of the Sellers with respect to any Contracts identified as Transferred Contracts after the Closing Date to make the requisite filings with the Bankruptcy Court and deliver the requisite notices to counterparties under any such Transferred Contracts, in order to assign and transfer such Specified Equity Interest or Transferred Asset to the Buyers or their designees or (ii) an Excluded Asset has been conveyed to the Buyers or any of their Affiliates, the Buyers shall (or shall cause their Affiliate to), for no consideration, convey, assign or transfer promptly such Excluded Asset to the Sellers, and the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order to assign and transfer such Excluded Asset to Sellers or their designee.

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down PeriodClosing: (i) if the Sellers or any of their Affiliates receive any refund (including, without limitation and for the avoidance of doubt, any funds received by Sellers in connection with (1) a reversionary interest under a qualified settlement fund, settlement trust, or settlement agreement entered into in connection with the foregoing or (2) the enforcement, prosecution, pursuit, defense, compromise, settlement, or resolution of the Specified Avoidance Actions and/or any outstanding adversary proceedings or contested matters in the Chapter 11 Cases) or other amount that is a Transferred Asset or is otherwise properly due and owing to the Buyers Buyer in accordance with the terms of this Agreement, the Sellers promptly shall remit, or shall cause to be remitted, such amount (including, in the case of any Tax refunds, any interest on such refunds that is payable by the applicable Governmental Authority, net of any Taxes thereon) to the Buyers Buyer and (ii) if the Buyers Buyer or any of their its Affiliates receive any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to the Sellers or any of their Affiliates in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers Buyer promptly shall remit, or shall cause to be remitted, such amount to the Sellers. (b) In the event that, after the Closing Date and until the end of the Wind-Down PeriodDate, (i) Sellers or any of their Affiliates have retained ownership of an asset (including any Contract) that is a Specified Equity Interest or a Transferred Asset as contemplated by this Agreement, for no additional consideration to the Sellers or any of their Affiliates, the Sellers shall and shall cause their controlled Affiliates to convey, assign or transfer promptly such Specified Equity Interest or Transferred Asset to the BuyersBuyer, and the Parties hereto shall execute all other documents and instruments, and take all other lawful actions reasonably requested, requested including in the case of the Sellers with respect to any Contracts identified as Transferred Contracts after the Closing Date to make the requisite filings with the Bankruptcy Court and deliver the requisite notices to counterparties under any such Transferred Contracts, in order to assign and transfer such Specified Equity Interest or Transferred Asset to the Buyers Buyer or their its designees or (ii) an Excluded Asset has been conveyed to the Buyers Buyer or any of their its Affiliates, the Buyers Buyer shall (or shall cause their its Affiliate to), for no consideration, convey, assign or transfer promptly such Excluded Asset to the Sellers, and the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order to assign and transfer such Excluded Asset to Sellers or their designee.

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down PeriodClosing: (i) if the Sellers or any of their Affiliates receive any refund (including, without limitation and for the avoidance of doubt, any funds received by Sellers in connection with (1) a reversionary interest under a qualified settlement fund, settlement trust, or settlement agreement entered into in connection with the foregoing or (2) the enforcement, prosecution, pursuit, defense, compromise, settlement, or resolution of the Specified Avoidance Actions and/or any outstanding adversary proceedings or contested matters in the Chapter 11 Cases) or other amount that is a Transferred Asset or is otherwise properly due and owing to the Buyers in accordance with the terms of this Agreement, the Sellers promptly shall remit, or shall cause to be remitted, such amount (including, in the case of any Tax refunds, any interest on such refunds that is payable by the applicable Governmental Authority, net of any Taxes thereon) to the Buyers and (ii) if the Buyers or any of their Affiliates receive any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to the Sellers or any of their Affiliates in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers promptly shall remit, or shall cause to be remitted, such amount to the Sellers. (b) In the event that, after the Closing Date and until the end of the Wind-Down PeriodDate, (i) either Party reasonably believes Sellers or any of their Affiliates have retained ownership of an asset (including any Contract) that is a Specified Equity Interest or 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 their Affiliates, the Sellers shall and shall cause their controlled Affiliates to convey, assign or transfer promptly such Specified Equity Interest or Transferred Asset to the Buyers, and the Parties hereto shall execute all other documents and instruments, and take all other lawful actions reasonably requested, including in the case of the Sellers with respect to any Contracts identified as Transferred Contracts after the Closing Date to make the requisite filings with the Bankruptcy Court and deliver the requisite notices to counterparties under any such Transferred Contracts, in order to assign and transfer such Specified Equity Interest or Transferred Asset to the Buyers or their designees or (ii) either Party reasonably believes an Excluded Asset has been conveyed to the Buyers or any of their AffiliatesBuyers, the Buyers shall (or shall cause their Affiliate to), for no consideration, convey, assign or transfer promptly such Excluded Asset to the Sellers, and the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order to assign and transfer such Excluded Asset to Sellers or their designee.

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down PeriodClosing: (i) if the Sellers or any of their Affiliates receive either AFI Entity receives any refund (including, without limitation and for the avoidance of doubt, any funds received by Sellers in connection with (1) a reversionary interest under a qualified settlement fund, settlement trust, or settlement agreement entered into in connection with the foregoing or (2) the enforcement, prosecution, pursuit, defense, compromise, settlement, or resolution of the Specified Avoidance Actions and/or any outstanding adversary proceedings or contested matters in the Chapter 11 Cases) or other amount that is a Transferred Asset or which relates to the Owned Real Property or is otherwise properly due and owing to the Buyers any Buyer in accordance with the terms of this Agreement, the Sellers Land Sale Contract or the Australia ASA, such AFI Entity promptly shall remit, or shall cause to be remitted, such amount (includingto such Buyer in accordance with this Agreement, in the case of any Tax refunds, any interest on such refunds that is payable by Land Sale Contract or the applicable Governmental Authority, net of any Taxes thereon) to the Buyers Australia ASA and (ii) if the Buyers any Buyer or any of their its Affiliates receive any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to the Sellers Seller or any of their its Affiliates in accordance with the terms of this AgreementAgreement or the Australia ASA, unless the Parties agree otherwise, the Buyers such Buyer promptly shall remit, or shall cause to be remitted, such amount to Seller in accordance with this Agreement and the SellersAustralia ASA. (b) In the event that, from and after the Closing Date and until the end of the Wind-Down PeriodClosing, (i) Sellers Parent, Seller or any of their respective Subsidiaries or Affiliates have retained ownership of an asset (including any Contract) that is a Specified Equity Interest or a Transferred Asset as contemplated by this Agreementor Owned Real Property, then, for no additional consideration to the Sellers consideration, Parent or any of their AffiliatesSeller shall, the Sellers shall and or shall cause their controlled Affiliates to respective Subsidiary or Affiliate to, convey, assign or transfer promptly such Specified Equity Interest or Transferred Asset or Owned Real Property to the Buyersapplicable Buyer or its designees in accordance with this Agreement and the Australia ASA, and the Parties hereto or their Subsidiaries or Affiliates shall execute all other documents and instruments, and take all other lawful actions reasonably requested, including in the case of the Sellers with respect to any Contracts identified as Transferred Contracts after the Closing Date to make the requisite filings with the Bankruptcy Court and deliver the requisite notices to counterparties under any such Transferred Contracts, in order to convey, assign and transfer such Specified Equity Interest or Transferred Asset or Owned Real Property to the Buyers applicable Buyer or their its designees in accordance with this Agreement and the Australia ASA or (ii) an any Excluded Asset has been conveyed to the Buyers or is received by any Buyer, then, without any consideration payable to such Buyer or any of their its Affiliates, the Buyers such Buyer shall (or shall cause their Affiliate to), for no consideration, convey, assign or transfer promptly such Excluded Asset to Seller or its designee in accordance with this Agreement and the SellersAustralia ASA, and the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order to convey, assign and transfer such Excluded Asset to Sellers Seller or their designeeits designees in accordance with this Agreement.

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down Period: (i) if the Sellers Seller or any of their its Affiliates receive any refund (including, without limitation and for the avoidance of doubt, any funds received by Sellers in connection with (1) a reversionary interest under a qualified settlement fund, settlement trust, or settlement agreement entered into in connection with the foregoing or (2) the enforcement, prosecution, pursuit, defense, compromise, settlement, or resolution of the Specified Avoidance Actions and/or any outstanding adversary proceedings or contested matters in the Chapter 11 Cases) or other amount that is a Transferred Asset or is otherwise properly due and owing to the Buyers Buyer in accordance with the terms of this Agreement, the Sellers promptly Seller 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 (including, in the case of any Tax refunds, any interest on such refunds that is payable by the applicable Governmental Authority, net of any Taxes thereon) to the Buyers 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 5.12(b) below and (ii) if the Buyers Buyer or any of their its Affiliates shall receive any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to the Sellers Seller or any of their its Affiliates in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers promptly 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 SellersSeller and its Affiliates. (b) In the event that, after Until no Excluded Receivables that exist as of the Closing Date and until Time from a Person (“Closing Time Receivables”) remain outstanding (the end of the Wind-Down Period, (i) Sellers or any of their Affiliates have retained ownership of an asset (including any Contract) that is a Specified Equity Interest or a Transferred Asset as contemplated by this Agreement, for no additional consideration to the Sellers or any of their Affiliates“Receivables Finalization Date”), the Sellers shall Buyer shall, and shall cause their controlled its Affiliates to conveyto, assign or transfer hold in trust on behalf of the Seller and its Affiliates and promptly such Specified Equity Interest or Transferred Asset remit to the Buyers, Seller and the Parties hereto shall execute its Affiliates all other documents and instruments, and take all other lawful actions reasonably requested, including in the case proceeds of receivables of the Sellers Business received from or on behalf of such Person, which proceeds are not specifically identified by the payee as made with respect to any Contracts identified as Transferred Contracts after invoice issued by the Closing Date to make the requisite filings with the Bankruptcy Court and deliver the requisite notices to counterparties under any such Transferred Contracts, in order to assign and transfer such Specified Equity Interest or Transferred Asset to the Buyers or their designees or (ii) an Excluded Asset has been conveyed to the Buyers Buyer or any of their Affiliatesits Affiliates with respect to goods or services provided by any of the Buyer or any of its Affiliates after the Closing. The Seller shall have the right to conduct an audit of such remittances from time to time upon five (5) days’ notice to the Buyer. The Buyer shall not, the Buyers shall (or and shall cause their Affiliate its Affiliates not to), for no considerationenter into any agreement or understanding with, conveyor grant any waivers to, assign any Person with respect to payment of any receivable of the Business, or transfer promptly such Excluded Asset to the Sellers, and the Parties shall execute all take any other documents and instruments, and take all other lawful actions reasonably requestedaction that, in order each case, is reasonably likely to assign and transfer such have an adverse effect on the collection of any Excluded Asset to Sellers or their designeeReceivable.

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down Period: (i) if the Sellers Seller or any of their its Affiliates receive any refund (including, without limitation and for the avoidance of doubt, any funds received by Sellers in connection with (1) a reversionary interest under a qualified settlement fund, settlement trust, or settlement agreement entered into in connection with the foregoing or (2) the enforcement, prosecution, pursuit, defense, compromise, settlement, or resolution of the Specified Avoidance Actions and/or any outstanding adversary proceedings or contested matters in the Chapter 11 Cases) or other amount that is a Transferred Asset or is otherwise properly due and owing to the Buyers Buyer in accordance with the terms of this Agreement, the Sellers promptly Seller 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 (including, in the case of any Tax refunds, any interest on such refunds that is payable by the applicable Governmental Authority, net of any Taxes thereon) to the Buyers 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 5.12(b) below and (ii) if the Buyers Buyer or any of their its Affiliates shall receive any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to the Sellers Seller or any of their its Affiliates in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers promptly 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 SellersSeller and its Affiliates. (b) In the event that, after Until no Excluded Receivables that exist as of the Closing Date and until Time from a Person ("Closing Time Receivables") remain outstanding ------------------------ (the end of the Wind-Down Period, (i) Sellers or any of their Affiliates have retained ownership of an asset (including any Contract) that is a Specified Equity Interest or a Transferred Asset as contemplated by this Agreement, for no additional consideration to the Sellers or any of their Affiliates"Receivables Finalization Date"), the Sellers shall Buyer shall, and shall cause their controlled its ----------------------------- Affiliates to conveyto, assign or transfer hold in trust on behalf of the Seller and its Affiliates and promptly such Specified Equity Interest or Transferred Asset remit to the Buyers, Seller and the Parties hereto shall execute its Affiliates all other documents and instruments, and take all other lawful actions reasonably requested, including in the case proceeds of receivables of the Sellers Business received from or on behalf of such Person, which proceeds are not specifically identified by the payee as made with respect to any Contracts identified as Transferred Contracts after invoice issued by the Closing Date to make the requisite filings with the Bankruptcy Court and deliver the requisite notices to counterparties under any such Transferred Contracts, in order to assign and transfer such Specified Equity Interest or Transferred Asset to the Buyers or their designees or (ii) an Excluded Asset has been conveyed to the Buyers Buyer or any of their Affiliatesits Affiliates with respect to goods or services provided by any of the Buyer or any of its Affiliates after the Closing. The Seller shall have the right to conduct an audit of such remittances from time to time upon five (5) days' notice to the Buyer. The Buyer shall not, the Buyers shall (or and shall cause their Affiliate its Affiliates not to), for no considerationenter into any agreement or understanding with, conveyor grant any waivers to, assign any Person with respect to payment of any receivable of the Business, or transfer promptly such Excluded Asset to the Sellers, and the Parties shall execute all take any other documents and instruments, and take all other lawful actions reasonably requestedaction that, in order each case, is reasonably likely to assign and transfer such have an adverse effect on the collection of any Excluded Asset to Sellers or their designeeReceivable.

Refunds and Remittances. (a) After If, after the Closing and until the end of the Wind-Down Period: (i) if the Sellers Closing, Buyer or any of their Affiliates receive any refund (including, without limitation and for the avoidance of doubt, any funds received by Sellers in connection with (1) a reversionary interest under a qualified settlement fund, settlement trust, or settlement agreement entered into in connection with the foregoing or (2) the enforcement, prosecution, pursuit, defense, compromise, settlement, or resolution of the Specified Avoidance Actions and/or any outstanding adversary proceedings or contested matters in the Chapter 11 Cases) or other amount that is a Transferred Asset or is otherwise properly due and owing to the Buyers in accordance with the terms of this Agreement, the Sellers promptly shall remit, or shall cause to be remitted, such amount (including, in the case of any Tax refunds, any interest on such refunds that is payable by the applicable Governmental Authority, net of any Taxes thereon) to the Buyers and (ii) if the Buyers or any of their its Affiliates receive any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to the Sellers or any of their Affiliates in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers Buyer promptly shall remit, or shall cause to be remitted, such refund or amount to the Sellers. (b) In If, during the event that, after period beginning on the Closing Date and until ending on the end first anniversary of the Wind-Down PeriodClosing Date, Buyer or any Affiliates is found subject to an Excluded Liability, (i) Sellers Buyer will return or any of their Affiliates have retained ownership of an asset transfer and convey (including any Contractwithout further cost or consideration to Buyer) that is a Specified Equity Interest or a Transferred Asset as contemplated by this Agreement, for no additional consideration to the Sellers or any of their Affiliatesthe appropriate Subsidiary thereof such Excluded Liability, (ii) the Sellers shall will, or will cause its appropriate Subsidiary to, assume (without further cost or consideration to Buyer) such Excluded Liability, and shall (iii) the Sellers and Buyer will, and will cause their controlled Affiliates appropriate Subsidiaries to, execute such documents or instruments of conveyance and assumption and take such further acts as are reasonably necessary or desirable to convey, assign or effect the transfer promptly of such Specified Equity Interest or Transferred Asset Excluded Liability back to the Buyers, and Sellers or its appropriate Subsidiaries such that each party is put into the Parties hereto shall execute all other documents and instruments, and take all other lawful actions reasonably requested, including in the case of the Sellers same economic position with respect to any Contracts identified such Excluded Liability as Transferred Contracts after if such action had been taken on or prior to the Closing Date. (c) If, during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, any asset held by the Sellers or its Subsidiaries is ultimately determined to make be a Purchased Asset, (i) the requisite filings with the Bankruptcy Court Sellers or its Subsidiaries will return or transfer and deliver the requisite notices convey (without further cost to counterparties under any or consideration from Buyer) to Buyer such Transferred ContractsPurchased Assets, in order to assign and transfer such Specified Equity Interest or Transferred Asset to the Buyers or their designees or (ii) an Excluded the Sellers and Buyer will, and will cause their appropriate Subsidiaries to, execute such documents or instruments of conveyance and assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Purchased Assets back to Buyer such that each party is put into the same economic position with respect to such Purchased Asset has as if such action had been conveyed taken on or prior to the Buyers or any of their Affiliates, the Buyers shall (or shall cause their Affiliate to), for no consideration, convey, assign or transfer promptly such Excluded Asset to the Sellers, and the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order to assign and transfer such Excluded Asset to Sellers or their designeeClosing Date.