05Wrong-Pockets Sample Clauses

05Wrong-Pockets. (a) If at any time during the two- (2-) year period after the Closing (i) any of Acquiror or its Affiliates (including the Transferred Entities) receives (x) any refund or other amount which is an Excluded Asset or is otherwise due and owing to any member of the Remaining Transferor Group in accordance with the terms of this Agreement, or (y) any refund or other amount which is related to claims or other matters for which Transferor is expressly responsible hereunder, and which amount is not a Transferred Asset, or is otherwise due and owing to any member of the Remaining Transferor Group in accordance with the terms of this Agreement or (ii) any member of the Remaining Transferor Group pays any amounts that are in respect of a Transferred Liability, then, in each case, subject to Acquiror’s good faith review and confirmation of Transferor’s entitlement, Acquiror promptly shall remit, or shall cause to be remitted, such amount to Transferor, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (b) If at any time during the two- (2-) year period after the Closing, Acquiror or any of its Affiliates (including the Transferred Entities) receives or otherwise possesses any asset that should not have been transferred pursuant to this Agreement, Acquiror shall promptly notify and transfer, or cause to be transferred, such asset to Transferor or any of its Affiliates at Transferor’s sole cost and expense. If at any time during the Pre-Closing Period or the two- (2-) year period after the Closing, any member of the Remaining Transferor Group receives or otherwise possesses any Transferred Liability that is required to be transferred to Acquiror under this Agreement, Transferor shall, subject to (i) Transferor providing written notice identifying the liability with reasonable specificity and (ii) Acquiror’s good faith confirmation that such liability should be transferred pursuant to this Agreement, promptly notify and transfer, or cause to be transferred, such Transferred Liability to Acquiror or any of its Affiliates (the recipient of such Transferred Liability being at Acquiror’s sole discretion) at Transferor’s sole cost and expense. Prior to any such transfer of assets by Acquiror pursuant to this Section 6.05(b), Transferor and Acquiror agree that Acquiror or its Affiliates (including the Transferred Entities) who receive or possess such asset shall hold such...
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Related to 05Wrong-Pockets

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

Most Referenced Clauses

Most Referenced Definitions