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 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 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 PeriodClosing: (i) if the Sellers or any of their Affiliates receive or have received any refund (including, without limitation and for the avoidance of doubt, or 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 any 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 After the event thatClosing, payments shall be made with respect to any Pre-Closing Royalties or Post-Closing Royalties that may be payable under any Contract pursuant to which royalties are paid as follows: (i) if the aggregate payments received by the Buyers after the Closing Date and until under such Contract with respect to the end of the Wind-Down Straddle Sales Period, as reflected on the applicable Royalty Statements, are less than the Post-Closing Royalties, then the Sellers shall pay to the Buyers within five Business Days after receipt of a Royalty Notice, an amount equal to such difference, in immediately available funds in United States dollars to an account designated by the Buyers to the Sellers; (iii) 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 if the aggregate payments received by the Buyers after the Closing under such Contract with respect to the Straddle Sales Period, as contemplated by this Agreementreflected on the applicable Royalty Statements, for no additional consideration are greater than the Post-Closing Royalties, then the Buyers shall pay to the Sellers or within five Business Days after receipt of a Royalty Notice, an amount equal to such difference, in immediately available funds in United States dollars to an account designated by the Sellers to the Buyers; and (iii) if the aggregate payments received by the Buyers after the Closing under such Contract with respect to the Straddle Sales Period, as reflected on the applicable Royalty Statements, are equal to the Post-Closing Royalties, then neither the Sellers nor the Buyers shall be required under this Section 5.13(b) to pay any of their Affiliatesamounts to the other parties. (c) After the Closing, 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 within five Business Days after receipt of the Sellers an Advance Notice 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 ContractsContract, in order to assign and transfer such Specified Equity Interest or Transferred Asset pay to the Buyers or their designees or (ii) the aggregate amount of the Unearned Advance with respect to such Contract, in immediately available funds in United States dollars to an Excluded Asset has been conveyed to account designated by 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 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.

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down Period: (i) Closing, if the Sellers Seller or any of their Affiliates receive its affiliates 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 which is a Transferred Asset or is otherwise properly due and owing to the Buyers Purchaser in accordance with the terms of this Agreement, the Sellers Seller promptly shall will remit, or shall will cause to be remitted, such amount (includingto Purchaser at the address set forth in Section 12.04. After the Closing, 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 Purchaser or any of their Affiliates receive its affiliates receives any refund or other amount that which is an Excluded Asset or is otherwise properly due and owing to the Sellers Seller or any of their Affiliates its affiliates in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers Purchaser promptly shall will remit, or shall will cause to be remitted, such amount to Seller at the Sellersaddress set forth in Section 12.04. After the Closing, if Purchaser or any of its affiliates receives any refund or other amount which is related to Claims, 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 will remit, or cause to be remitted, such amount to Seller at the address set forth in Section 12.04. After the Closing, if Seller or any of its affiliates receives 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 will remit, or cause to be remitted, such amount to Purchaser at the address set forth in Section 12.04. (b) In Purchaser agrees to reimburse Seller and the event thatSeller Parties, dollar for dollar, if any customer of Seller or any Seller Party offsets any cost related to the Business or the Purchased Assets (except to the extent such cost constitutes a Retained Liability) against accounts payable by such customer to Seller or such Seller Party. Purchaser will pay Seller or such Seller Party promptly following receipt of notice of any such offset by a customer (together with supporting documentation). From and after the Closing Date Closing, Seller will retain the right 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) authority to collect for its own account all Retained Receivables and other related items 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 are included in the case of the Sellers Excluded Assets and to endorse any checks or drafts received with respect to any Contracts identified as Transferred Contracts after Retained Receivables or other related items that are included in the Closing Date Excluded Assets. Purchaser will deliver to make the requisite filings Seller any cash or other property received or otherwise possessed directly or indirectly by Purchaser or its affiliates 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 respect to the Buyers Retained Receivables or their designees or other items that are included in the Excluded Assets. (iic) an Excluded Asset has been conveyed Seller agrees to the Buyers reimburse Purchaser and its affiliates, dollar for dollar, if any customer of Purchaser or any of their Affiliates, the Buyers shall its affiliates offsets any Retained Liability against accounts payable by such customer to Purchaser or such affiliate. Seller will pay Purchaser or such affiliate promptly following receipt of notice of any such offset by a customer (or shall cause their Affiliate totogether with supporting documentation), 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 Period: (i) Closing, if the Sellers Company or any of their its Affiliates receive 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 (i) is a Transferred Asset or (ii) is otherwise properly due and owing to the Buyers Purchaser in accordance with the terms of this Agreement, in each case, the Sellers Company promptly shall remit, or shall cause to be remitted, such amount (includingto Purchaser at the address set forth in Section 12.05. After the Closing, 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 Purchaser or any of their its Affiliates receive receives any refund or other amount that is not a Transferred Asset and (i) is an Excluded Asset Asset, (ii) is related to claims or other matters for which the Company is responsible hereunder or (iii) is otherwise properly due and owing to the Sellers or any of their Affiliates Company in accordance with the terms of this Agreement, unless the Parties agree otherwise, the Buyers Purchaser promptly shall remit, or shall cause to be remitted, such amount to the SellersCompany at the address set forth in Section 12.05. For the avoidance of doubt, if any cash or cash equivalent is transferred to Purchaser in connection with Closing, Purchaser promptly shall remit, or shall cause to be remitted, such cash or cash equivalent to the Company at the address set forth in Section 12.05. (b) In After the event thatClosing, after if the Closing Date Company or any of its Affiliates receives any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which Purchaser is responsible hereunder, and until the end of the Wind-Down Period, which amount (i) Sellers or any of their Affiliates have retained ownership of is not an asset (including any Contract) that is a Specified Equity Interest or a Transferred Excluded 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 is otherwise properly due and owing to Purchaser in accordance with the Buyers terms of this Agreement, the Company promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the address set forth in Section 12.05. After the Closing, if Purchaser or any of their Affiliatesits Affiliates receives any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which the Buyers Company is responsible hereunder, and which amount (i) is not a Transferred Asset or (ii) is otherwise properly due and owing to the Company in accordance with the terms of this Agreement, Purchaser promptly shall (remit, or shall cause their Affiliate to)to be remitted, for no consideration, convey, assign or transfer promptly such Excluded Asset amount to the Sellers, and Company at the Parties shall execute all other documents and instruments, and take all other lawful actions reasonably requested, address set forth in order to assign and transfer such Excluded Asset to Sellers or their designeeSection 12.05.

Refunds and Remittances. (a) After the Closing and until the end of the Wind-Down Period: (i) Closing, if the Sellers Seller or any of their Affiliates receive its affiliates 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 which is a Transferred Asset or is otherwise properly due and owing to the Buyers Purchaser 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 Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser at the Sellers. address set forth in Section 10.05. After the Closing, if Purchaser or any of its 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 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 10.05. After the Closing, if Purchaser or any of its affiliates receives any refund or other amount which is related to Claims (b) In including workers’ compensation), litigation 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 event thatterms of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such amount to Seller at the address set forth in Section 10.05. After the Closing, if Seller or any of its affiliates receives any refund or other amount which is related to Claims (including workers’ compensation), 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 10.05. Seller promptly shall remit, or cause to be remitted, to Purchaser at the address set forth in Section 10.05 that portion of all rebates, discounts or similar amounts that Seller or any of its affiliates receives on or after the Closing Date and until that relate to the end operation of the Wind-Down PeriodBusiness or the purchase of goods and services in respect of the Business, (i) Sellers in each case, by Purchaser on or after the Closing Date. Purchaser promptly shall remit, or cause to be remitted, to Seller at the address set forth in Section 10.05 that portion of all rebates, discounts or similar amounts that Purchaser or any of their Affiliates have retained ownership of an asset (including any Contract) that is a Specified Equity Interest its affiliates receives on 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 that relate to make the requisite filings with operation of the Bankruptcy Court Business or the purchase of goods and deliver services in respect of the requisite notices to counterparties under any such Transferred ContractsBusiness, in order to assign and transfer such Specified Equity Interest or Transferred Asset each case, by Seller prior 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 designeeClosing Date.

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 Seller 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 is otherwise properly due and owing to the Buyers Buyer in accordance with the terms of this Agreement, the Sellers Seller 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 or any of their Affiliates receive Buyer receives 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 Seller 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 Seller. Seller authorizes and until the end empowers each 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 Buyer Parties on 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 receive and open all mail received by such Buyer Party relating to the requisite filings Transferred Assets and the Assumed Liabilities, and to deal with the Bankruptcy Court contents of such communications in a reasonably proper manner. The Buyer Parties authorize and deliver empower Seller on and after the requisite notices Closing Date to counterparties under any such Transferred Contracts, in order to assign receive and transfer such Specified Equity Interest or Transferred Asset open all mail received by Seller relating to the Buyers Business, the Transferred Assets and the Assumed Liabilities, and Seller shall promptly deliver to Buyer all mail or their designees other communication (electronic, oral, telephonic, or (iiotherwise) an Excluded Asset has been conveyed received by Seller after the Closing Date pertaining to the Buyers Business, the Transferred Assets and the Assumed Liabilities (and Seller may retain copies thereof where it relates to rights, obligations or Liabilities of Seller). To the extent that any of their Affiliates, the Buyers shall (Buyer Parties receives any mail or shall cause their Affiliate to), for no consideration, convey, assign packages addressed to Seller or transfer promptly its Subsidiaries and delivered to such Excluded Asset Buyer Party not relating to the SellersTransferred Assets or the Assumed Liabilities, and the Parties such Buyer Party shall execute all other documents and instruments, and take all other lawful actions reasonably requested, in order promptly deliver such mail or packages to assign and transfer such Excluded Asset to Sellers or their designeeSeller.