Common use of Misallocated Assets and Liabilities Clause in Contracts

Misallocated Assets and Liabilities. (i) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2(b).

Appears in 10 contracts

Samples: Separation and Distribution Agreement (Net Lease Office Properties), Separation and Distribution Agreement (W. P. Carey Inc.), Separation and Distribution Agreement (Net Lease Office Properties)

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Misallocated Assets and Liabilities. (i) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2(b2.1(b).

Appears in 9 contracts

Samples: Separation and Distribution Agreement (FTAI Infrastructure Inc.), Separation and Distribution Agreement (Fortress Transportation & Infrastructure Investors LLC), Separation and Distribution Agreement (FTAI Infrastructure LLC)

Misallocated Assets and Liabilities. (i) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and or such Ancillary Agreement, as applicable. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2(b2.1(b).

Appears in 6 contracts

Samples: Master Separation Agreement (Pennant Group, Inc.), Master Separation Agreement (Ensign Group, Inc), Master Separation Agreement (Pennant Group, Inc.)

Misallocated Assets and Liabilities. (ia) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2(b)2.2.

Appears in 5 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Delphi Technologies PLC), Separation and Distribution Agreement (Delphi Automotive PLC)

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Misallocated Assets and Liabilities. (i) In the event that, at any time from and after the Effective Distribution Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Distribution Time), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, Group and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2(b2.1(e)(i).

Appears in 3 contracts

Samples: Separation and Distribution Agreement (A & B II, Inc.), Separation and Distribution Agreement (Alexander & Baldwin Inc), Separation and Distribution Agreement (A & B II, Inc.)

Misallocated Assets and Liabilities. (i) In Except as provided in Section 7.7, in the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2(b).

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Highlands REIT, Inc.), Separation and Distribution Agreement (Highlands REIT, Inc.)

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