Common use of Misallocated Assets and Liabilities Clause in Contracts

Misallocated Assets and Liabilities. (a) In the event that at any time prior to the Cut-off Date, a member of the Harbor Group becomes aware (including by request of Spinco) that it possesses any Spinco Asset or Spinco Liability, other than a Delayed Transfer Asset or a Delayed Transfer Liability, Harbor shall cause the prompt transfer of such Spinco Assets to Spinco or assumption of such Spinco Liability by Spinco or any member of the Spinco Group, and Spinco shall, or shall cause a member of the Spinco Group to, accept and assume such Spinco Asset or Spinco Liability (except as otherwise contemplated by the Transaction Agreements), in each case, without further consideration. Prior to any such transfer, Harbor shall hold such Spinco Assets in trust for Spinco and pay over to Spinco as promptly as practicable any amounts or benefits received by the Harbor Group with respect to such Spinco Assets following the Distribution Date. (b) In the event that at any time, a member of the Spinco Group becomes aware that it possesses any Excluded Assets or Excluded Liability (except as otherwise contemplated by the Transaction Agreements), other than a Delayed Transfer Asset or a Delayed Transfer Liability, the Spinco Group shall cause the prompt transfer of such Excluded Assets to Harbor or a member of the Harbor Group or assumption of such Excluded Liability by Harbor or a member of the Harbor Group, and Harbor shall, or shall cause a member of the Harbor Group to, accept and assume such Excluded Asset (including any Cash and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(c))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco shall transfer to Harbor (or its designee) any amounts received by any member of the Spinco Group in respect of the Corporate Asset within five (5) days of receipt. Prior to any such transfer, the Spinco Group shall hold such Excluded Assets in trust for Harbor and pay over to Harbor as promptly as practicable any amounts or benefits received with respect to such Excluded Assets following the Distribution Date.

Misallocated Assets and Liabilities. (a) In the event that that, at any time prior 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 Cut-off Date, 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 Harbor other Group becomes aware (including by request of Spinco) that it possesses any Spinco Asset or Spinco Liability, other than a Delayed Transfer Asset or a Delayed Transfer Liability, Harbor shall cause the prompt transfer of such Spinco Assets pursuant to Spinco or assumption of such Spinco Liability by Spinco this Agreement or any member Ancillary Agreement (except in the case of the Spinco Group, and Spinco shall, or shall cause any deliberate acquisition of Assets from a member of the Spinco other Group to, accept and assume such Spinco Asset or Spinco Liability (except as otherwise contemplated by for value subsequent to the Transaction AgreementsEffective Time), such Party shall promptly (but in each caseno case later than within thirty (30) days of discovery of such misallocated Asset) transfer, without 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 considerationconsideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, Harbor such Asset shall hold such Spinco Assets be held in trust for Spinco and pay over to Spinco as promptly as practicable any amounts or benefits received by the Harbor Group accordance with respect to such Spinco Assets following the Distribution DateSection 1.2. (b) In the event that that, at any timetime from and after the Effective Time, either Party discovers that it or another member of its Group is liable for any Liability that should have been allocated to a member of the Spinco other Group becomes aware that it possesses pursuant to this Agreement or any Excluded Assets or Excluded Liability Ancillary Agreement (except as otherwise contemplated by in the Transaction Agreements), other than a Delayed Transfer Asset or a Delayed Transfer Liability, the Spinco Group shall cause the prompt transfer case of such Excluded Assets to Harbor or any deliberate assumption of Liabilities from a member of the Harbor other Group or assumption for value subsequent to the Effective Time), such Party shall promptly (but in no case later than within thirty (30) days of discovery of such Excluded misallocated Liability) transfer, or cause to be transferred, such Liability by Harbor or a to such member of the Harbor Group, other Group and Harbor shall, or shall cause a such member of the Harbor other Group to, accept and shall assume such Excluded Asset (including any Cash Liability for no further consideration than that set forth in this Agreement and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(c))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco shall transfer to Harbor (or its designee) any amounts received by any member of the Spinco Group in respect of the Corporate Asset within five (5) days of receiptsuch Ancillary Agreement. Prior to any such transferassumption, such Liabilities shall be held in accordance with Section 1.2. To the extent either Party makes any payment or incurs any obligations relating to a misallocated Liability as set forth in this Section 1.7(b), upon discovery by the Parties that such Liability was misallocated, the Spinco Group Party to which such Liability should have been allocated shall hold such Excluded Assets in trust reimburse the other Party for Harbor and pay over to Harbor as promptly as practicable any amounts payment made or benefits received obligations incurred with respect to such Excluded Assets following the Distribution Datemisallocated Liability.

Misallocated Assets and Liabilities. (a) In Subject in all instances to Section 2.3 of this Agreement, if, following Closing, any Party discovers that the event Company or any of its Subsidiaries (including, after the Closing, the Transferred Subsidiaries) owns any right, property, asset or Liability that at any time prior to constituted Excluded Assets or Excluded Liabilities as of the Cut-off Closing Date, a member or that any right, property, asset or Liability that has been transferred by Trimble or any of its Subsidiaries (including, after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Harbor Group becomes aware Closing Date, then any such right, property, asset or Liability shall be deemed to have been held in trust by the Company or any of its Subsidiaries (including by request of Spincoincluding, after the Closing, the Transferred Subsidiaries) that it possesses any Spinco Asset or Spinco Liabilityfollowing Closing for Trimble, other than a Delayed Transfer Asset or a Delayed Transfer Liabilityand the Company shall, Harbor and shall cause the prompt transfer of Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Spinco Assets rights, property, assets or Liability to Spinco or assumption of such Spinco Liability by Spinco Trimble (or any member of the Spinco Groupits controlled Affiliates as designated by Trimble), and Spinco shall, Trimble or its designated controlled Affiliate shall cause a member of the Spinco Group to, accept and assume such Spinco Asset rights, property, assets or Spinco Liability (except as otherwise contemplated by the Transaction Agreements), in each caseLiabilities, without further considerationany consideration therefor. Prior The Parties intend and agree that any transferred item shall be deemed to any such transfer, Harbor shall hold such Spinco Assets in trust for Spinco have been legally and pay over to Spinco beneficially owned by its rightful owner as promptly as practicable any amounts or benefits received by of the Harbor Group with respect to such Spinco Assets following the Distribution Closing Date. (b) In Subject, in all instances, to Section 2.3 of this Agreement, if, following Closing, any Party discovers that any Business Asset or Assumed Liability was not transferred to the event that at any time, a member Company (or one of its Subsidiaries) as part of the Spinco Group becomes aware consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that it possesses any Excluded constituted Business Assets or Excluded Liabilities of the Business as of the Closing Date, then any such right, property, asset or Liability (except as otherwise contemplated shall be deemed to have been held in trust by Trimble or its controlled Affiliates for the Transaction Agreements)Company and its Subsidiaries, other than a Delayed Transfer Asset or a Delayed Transfer LiabilityTrimble shall, the Spinco Group and shall cause the prompt transfer of such Excluded Assets applicable Subsidiary if applicable, to Harbor or a member of the Harbor Group or assumption of such Excluded Liability by Harbor or a member of the Harbor Group, and Harbor shall, or shall cause a member of the Harbor Group use reasonable best efforts to, accept and assume such Excluded Asset (including any Cash and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(c))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco shall transfer to Harbor (or its designee) any amounts received by any member of the Spinco Group in respect of the Corporate Asset within five (5) days of receipt. Prior to any such transfer, the Spinco Group shall hold such Excluded Assets in trust for Harbor and pay over to Harbor as promptly as practicable practicable, transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Company or any amounts or benefits received with respect of its Subsidiaries as directed by the Company without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to such Excluded Assets following have been legally and beneficially owned by its rightful owner as of the Distribution Closing Date.

Misallocated Assets and Liabilities. (a) In the event that at any time prior to the Cut-off Date, a member of the Harbor Group Emmis becomes aware (including by request of SpincoMediaco) that it possesses any Spinco Mediaco Asset or Spinco LiabilityMediaco Liability (including any payments and reimbursements to which Mediaco is entitled under this Agreement), other than a Delayed Transfer Asset or a Delayed Transfer Liability, Harbor Emmis shall cause the prompt transfer of such Spinco Mediaco Assets to Spinco Mediaco or assumption of such Spinco Mediaco Liability by Spinco or any member of the Spinco GroupMediaco, and Spinco shall, or Mediaco shall cause a member of the Spinco Group to, accept and assume such Spinco Mediaco Asset or Spinco Mediaco Liability (except as otherwise contemplated by the Transaction Agreements), in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Emmis shall transfer to Mediaco (or its designee) any amounts received by any member of the Emmis Group in respect of any Mediaco Asset or Mediaco Liability within five (5) days of receipt. Prior to any such transfer, Harbor Emmis shall hold such Spinco Mediaco Assets in trust for Spinco Mediaco and pay over to Spinco Mediaco as promptly as practicable any amounts or benefits received by any member of the Harbor Emmis Group with respect to such Spinco Mediaco Assets following the Distribution Closing Date. (b) In the event that at any time, a member of the Spinco Group Mediaco becomes aware that it possesses any Excluded Assets or Excluded Liability (except as otherwise contemplated by the Transaction Agreements) (including any payments and reimbursements to which any member of the Emmis Group is entitled under this Agreement), other than a Delayed Transfer Asset or a Delayed Transfer Liability, the Spinco Group Mediaco shall cause the prompt transfer of such Excluded Assets to Harbor or a member of the Harbor Group Emmis or assumption of such Excluded Liability by Harbor or a member of the Harbor GroupEmmis, and Harbor shall, or Emmis shall cause a member of the Harbor Group to, accept and assume such Excluded Asset (including any Cash and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(c))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco Mediaco shall transfer to Harbor Emmis (or its designee) any amounts received by any member of the Spinco Group Mediaco in respect of the Corporate Asset any Excluded Assets or Excluded Liability within five (5) days of receipt. Prior to any such transfer, the Spinco Group Mediaco shall hold such Excluded Assets in trust for Harbor Emmis and pay over to Harbor Emmis as promptly as practicable any amounts or benefits received with respect to such Excluded Assets following the Distribution Closing Date.

Misallocated Assets and Liabilities. (a) In the event that at any time prior to the Cut-off Datedate that is three (3) years following the Closing, a member of the Harbor Group Seller becomes aware (including by request of SpincoBuyer) that it possesses any Spinco Transferred Asset or Spinco Assumed Liability, other than a Delayed Transfer Asset or a Delayed Transfer Liability, Harbor Seller shall cause the prompt transfer of such Spinco Assets Transferred Asset to Spinco Buyer or assumption of such Spinco Assumed Liability by Spinco or any member of the Spinco GroupBuyer, and Spinco shall, or Buyer shall cause a member of the Spinco Group to, accept and assume such Spinco Transferred Asset or Spinco Assumed Liability (except as otherwise contemplated by the Transaction AgreementsDocuments or as otherwise reflected or taken into account in the Final Purchase Price), in each case, without further consideration. Prior to any such transfer, Harbor upon becoming aware of possessing any such Transferred Asset, Seller shall hold such Spinco Assets Transferred Asset in trust for Spinco Buyer and pay over to Spinco Buyer as promptly as practicable any amounts or benefits received by the Harbor Group Seller or any of its Subsidiaries with respect to such Spinco Assets Transferred Asset following the Distribution DateClosing and, to the extent that Buyer or any of its Subsidiaries is provided with the amounts or benefits of such Transferred Asset, Buyer shall assume, pay when due, and perform any corresponding obligations and liabilities. (b) In the event that at any timetime prior to the date that is three (3) years following the Closing, a member of the Spinco Group Buyer becomes aware (including by request of Seller) that it possesses any Excluded Assets Asset or Excluded Liability, Buyer shall cause the prompt transfer of such Excluded Asset to Seller or assumption of such Excluded Liability by Seller, and Seller shall accept and assume such Excluded Asset (including Cash and Cash Equivalents) or Excluded Liability (except as otherwise contemplated by the Transaction Agreements), other than a Delayed Transfer Asset Documents or a Delayed Transfer Liability, the Spinco Group shall cause the prompt transfer of such Excluded Assets to Harbor as otherwise reflected or a member of the Harbor Group or assumption of such Excluded Liability by Harbor or a member of the Harbor Group, and Harbor shall, or shall cause a member of the Harbor Group to, accept and assume such Excluded Asset (including any Cash and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included taken into account in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(cFinal Purchase Price))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco shall transfer to Harbor (or its designee) any amounts received by any member of the Spinco Group in respect of the Corporate Asset within five (5) days of receipt. Prior to any such transfer, the Spinco Group upon becoming aware of possessing any such Transferred Asset, Buyer shall hold such Excluded Assets Asset in trust for Harbor Seller and pay over to Harbor Seller as promptly as practicable any amounts or benefits received by Buyer or its Subsidiaries with respect to such Excluded Assets Asset following the Distribution DateClosing and, to the extent that Seller or any of its Subsidiaries is provided with the amounts or benefits of such Excluded Asset, Seller shall assume, pay when due, and perform any corresponding obligations and liabilities.

Misallocated Assets and Liabilities. (a) In Prior to the event Closing, the Cobia Contributor Group shall not transfer out of the Cobia Acetow Group any Cobia Business Retained Assets. If, following Closing, any Party discovers that at the Company Group owns any time right, property, asset or Liability that constituted Cobia Excluded Assets or Cobia Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by the Cobia Contributor Group to the Company Group were Cobia Excluded Assets or Cobia Excluded Liabilities as of the Closing Date, then any such right, property, asset or Liability shall be deemed to have been held in trust by the Company Group following Closing for the applicable member of the Cobia Contributor Group, and the Company Group shall promptly transfer, assign and convey such rights, property, assets or Liability to Cobia (or any of its Affiliates as designated by Cobia) without any consideration therefor. If, following Closing, any Party discovers that any Cobia Transferred Asset or Cobia Assumed Liability was not transferred to the Company Group as part of the consummation of the transactions contemplated by this Agreement, then any such right, property, asset or Liability shall be deemed to have been held in trust by the Cobia Contributor Group following Closing for the applicable member of the Company, and the Cobia Contributor Group shall promptly transfer, assign and convey such Cobia Transferred Asset or Cobia Assumed Liability, as applicable, to the Companies (or any of their respective Subsidiaries as designated by the Companies) without additional consideration therefor. If, following Closing, any Party discovers that any Cobia Business Retained Asset was transferred out of the Cobia Acetow Group prior to the Cut-off Dateconsummation of the transactions contemplated by this Agreement such that the Company Group does not own such Cobia Business Retained Asset, a then any such Cobia Business Retained Asset shall be deemed to have been held in trust by the Cobia Contributor Group following Closing for the applicable member of the Harbor Company, and the Cobia Contributor Group becomes aware (including by request of Spinco) that it possesses any Spinco Asset or Spinco Liabilityshall promptly transfer, other than a Delayed Transfer Asset or a Delayed Transfer Liability, Harbor shall cause the prompt transfer of assign and convey such Spinco Cobia Business Retained Assets to Spinco or assumption of such Spinco Liability by Spinco the Companies or any member of the Spinco Group, and Spinco shall, or shall cause a member of the Spinco Group to, accept and assume such Spinco Asset or Spinco Liability (except their respective Subsidiaries as otherwise contemplated directed by the Transaction Agreements), in each case, Companies without further consideration. Prior to any such transfer, Harbor shall hold such Spinco Assets in trust for Spinco and pay over to Spinco as promptly as practicable any amounts or benefits received by the Harbor Group with respect to such Spinco Assets following the Distribution Dateadditional consideration therefor. (b) In the event that at any time, a member of the Spinco Group becomes aware that it possesses any Excluded Assets or Excluded Liability (except as otherwise contemplated by the Transaction Agreements), other than a Delayed Transfer Asset or a Delayed Transfer Liability, the Spinco Group shall cause the prompt transfer of such Excluded Assets to Harbor or a member of the Harbor Group or assumption of such Excluded Liability by Harbor or a member of the Harbor Group, and Harbor shall, or shall cause a member of the Harbor Group to, accept and assume such Excluded Asset (including any Cash and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(c))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco shall transfer to Harbor (or its designee) any amounts received by any member of the Spinco Group in respect of the Corporate Asset within five (5) days of receipt. Prior to any such transfer, the Spinco Group shall hold such Excluded Assets in trust for Harbor and pay over to Harbor as promptly as practicable any amounts or benefits received with respect to such Excluded Assets following the Distribution Date.

Misallocated Assets and Liabilities. (ai) In the event that that, at any time prior from and after the Distribution Time, HEI discovers that it or another member of the Utility Group is the owner of, receives or otherwise comes to the Cut-off Date, possess or benefit from any Bank Asset or any other Asset that should have been allocated to a member of the Harbor Bank Group becomes aware pursuant to this Agreement or any Ancillary Agreement (including by request the receipt of Spinco) that it possesses payments made pursuant to Bank Contracts and proceeds from accounts receivable with respect to such Asset, but excluding any Spinco Asset or Spinco Liability, other than a Delayed Transfer Asset or a Delayed Transfer Liability, Harbor shall cause the prompt transfer deliberate acquisition of such Spinco Assets to Spinco or assumption of such Spinco Liability by Spinco or any member of the Spinco Group, and Spinco shall, or shall cause from a member of the Spinco Bank Group to, accept and assume such Spinco Asset or Spinco Liability (except as otherwise contemplated by for value subsequent to the Transaction AgreementsDistribution Time), HEI shall promptly transfer, and shall cause any other applicable member of the Utility Group to promptly transfer, such Asset to ASB Hawaii, or another member of the Bank Group designated by ASB Hawaii, and ASB Hawaii shall accept, and shall cause any other applicable member of the Bank Group to accept, such Asset for no further consideration than that set forth in each case, without further considerationthis Agreement and any applicable Ancillary Agreement. Prior to any such transfer, Harbor such Asset shall hold be held in accordance with Section 2.1(e)(i). (ii) In the event that, at any time from and after the Distribution Time, HEI discovers that it or another member of the Utility Group is liable for any Bank Liability or any other Liability that should have been allocated to a member of the Bank Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate assumption of Liabilities from a member of the Bank Group for value subsequent to the Distribution Time), HEI shall promptly transfer, and shall cause any other applicable member of the Utility Group to promptly transfer, such Spinco Assets Liability to ASB Hawaii, or another member of the Bank Group designated by ASB Hawaii, and ASB Hawaii shall assume, and shall cause any other applicable member of the Bank Group to assume, such Liability for no further consideration than that set forth in trust for Spinco this Agreement and pay over any applicable Ancillary Agreement. Prior to Spinco as promptly as practicable any amounts such assumption, such Liabilities shall be held in accordance with Section 2.1(e)(i). (iii) In the event that, at any time from and after the Distribution Time, ASB Hawaii discovers that it or benefits received by another member of the Harbor Bank Group is the owner of, receives or otherwise comes to possess or benefit from any HEI Asset or any other Asset that should have been allocated to HEI or another member of the Utility Group pursuant to this Agreement or any Ancillary Agreement (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Spinco Asset, but excluding any deliberate acquisition of Assets following the Distribution Date. (b) In the event that at any time, from a member of the Spinco Utility Group becomes aware that it possesses any Excluded Assets or Excluded Liability (except as otherwise contemplated by for value subsequent to the Transaction AgreementsDistribution Time), other than a Delayed Transfer Asset or a Delayed Transfer LiabilityASB Hawaii shall promptly transfer, the Spinco Group and shall cause the prompt transfer of such Excluded Assets to Harbor or a any other applicable member of the Harbor Bank Group to promptly transfer, such Asset to HEI, or assumption of such Excluded Liability by Harbor or a another member of the Harbor GroupUtility Group designated by HEI, and Harbor shallHEI shall accept, or and shall cause a any other applicable member of the Harbor Utility Group toto accept, accept such Asset for no further consideration than that set forth in this Agreement and assume such Excluded Asset (including any Cash and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(c))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco shall transfer to Harbor (or its designee) any amounts received by any member of the Spinco Group in respect of the Corporate Asset within five (5) days of receiptapplicable Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.1(e)(i). (iv) In the Spinco Group shall hold such Excluded Assets in trust for Harbor event that, at any time from and pay over to Harbor as promptly as practicable any amounts or benefits received with respect to such Excluded Assets following after the Distribution DateTime, ASB Hawaii discovers that it or another member of the Bank Group is liable for any HEI Liability or any other Liability that should have been allocated to a member of the Utility Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate assumption of Liabilities from a member of the Utility Group for value subsequent to the Distribution Time), ASB Hawaii shall promptly transfer, and shall cause any other applicable member of the Utility Group to promptly transfer, such Liability to HEI, or another member of the Utility Group designated by HEI, and HEI shall assume, and shall cause any other applicable member of the Utility Group to assume, such Liability for no further consideration than that set forth in this Agreement and any applicable Ancillary Agreement. Prior to any such assumption, such Liabilities shall be held in accordance with Section 2.1(e)(i).