Remainder Funds shall be distributed to a charitable organization jointly recommended by the Parties and approved by the Court.
Remainder Funds. From and after the First Closing, and subject to compliance with applicable Law, Parent and/or the Sellers shall retain title to the Required Consent Fund Interests of any Remainder Fund that shall have not become First Closing Interests that are transferred to Purchaser (or its designee) at the First Closing. Purchaser shall manage such Remainder Funds pursuant to the Management Agreement, under which, subject to the terms and conditions thereof, from and after the First Closing, Purchaser shall receive all the benefits and bear all the costs, liabilities and burdens with respect to such Remainder Funds. Without limiting, and in furtherance of, the foregoing, the Seller Parties, on the one hand, and Purchaser, on the other hand, shall reasonably cooperate in good faith to establish and implement such arrangements as any such party reasonably may request of the other(s) to ensure that, to the greatest extent permitted by applicable Law, from and after the First Closing, the economic benefits and burdens of the Remainder Funds and the entire Business (including the Remainder Funds) are held and borne by Purchaser, subject to the provisions of the Management Agreement. From and after the Second Closing, and subject to compliance with applicable Law, Parent and/or the Sellers shall retain title to the Required Consent Fund Interests of any Remainder Fund that shall have not become (A) First Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the First Closing or (B) Second Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the Second Closing. Purchaser shall continue to manage such Remainder Funds from and after the Second Closing pursuant to the Management Agreement.
Remainder Funds. Remainder Funds shall be distributed by the Settlement Administrator to such charitable organizations approved by the Court. Remainder Funds shall not be distributed by the Settlement Administrator prior to one-hundred eighty (180) calendar days after the latest dated Benefit Check, plus an appropriate buffer, to ensure that all Benefit Checks that are not void may be deposited and that such deposits are reflected in the Settlement Fund.
