Common use of Misallocated Assets and Liabilities Clause in Contracts

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.2, if, during a two (2) year period following the Closing, any Party discovers that the Buyer or any Buyer Designee owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by the Company or any other Seller to the Buyer or any Buyer Designee were Excluded Assets or 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 Buyer or the Buyer Designee following Closing for the Company, and the Buyer shall, and shall cause the Buyer Designee to, promptly transfer, assign and convey such rights, property, assets or Liability to the Company (or any of its Affiliates as designated by the Company) without any consideration therefor but at the Company’s sole cost and expense, and, for the avoidance of doubt, such rights, property, assets or Liabilities shall be considered to be Excluded Assets or Excluded Liabilities for all purposes under this Agreement and any applicable Transaction Agreement. Subject, in all instances, to Section 2.2, if, during a two (2) year period following the Closing, any Party discovers that any Transferred Asset or Assumed Liability was not transferred to the Buyer (or a Buyer Designee) as part of the consummation of the transactions contemplated by this Agreement, the Company shall, and shall cause the applicable Seller, if applicable, to promptly transfer, assign and convey such Transferred Asset or Assumed Liability, as applicable, to the Buyer or the Buyer Designee as directed by the Buyer without additional consideration therefor but at the Company’s sole cost and expense, and, for the avoidance of doubt, such Transferred Assets or Assumed Liabilities shall be considered to be Transferred Assets or Assumed Liabilities for all purposes under this Agreement and any applicable Transaction Agreement. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Buyer or any of its Affiliates and the Company or one of the Sellers, as applicable, shall retain all such rights, properties, assets and Liabilities.

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.22.02, if, during a two following Closing (2) year period following or the ClosingLocal Transfer Date, as applicable), any Party discovers that of the Buyer Companies or any Buyer Designee their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by the Company Sellers or any other Seller Excluded Subsidiary to the Buyer Companies or any Buyer Designee of their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Buyer or Companies and their Subsidiaries (including, after the Buyer Designee Closing, the Transferred Subsidiaries) following Closing for Sellers, (ii) the Company, and the Buyer Companies shall, and or shall cause the Buyer Designee Companies’ Subsidiaries to, promptly transfer, assign and convey such rights, property, assets or Liability to the Company Sellers (or any of its their Affiliates as designated by the CompanySellers) without any consideration therefor but at the Companytherefor, and (iii) subject to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s sole cost and expenseor any of its Affiliate’s post-Closing (or post-Local Transfer Date, andas applicable) direct or indirect ownership, for the avoidance management or operation of doubt, any such rights, property, assets or Liabilities shall be considered to be Excluded Assets or Excluded Liabilities for all purposes under this Agreement (only to the extent that such Liabilities relate to Excluded Assets and any applicable Transaction Agreementare (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.22.02, if, during a two following Closing (2) year period following or the ClosingLocal Transfer Date, as applicable), any Party discovers that any Transferred Business Asset or Assumed Liability was not transferred to the Buyer Companies (or a Buyer Designeeone of their Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, the Company then (i) Sellers shall, and shall cause the their applicable Seller, Subsidiaries if applicable, to promptly transfer, assign and convey such Transferred Business Asset or Assumed Liability, as applicable, to the Buyer Companies or the Buyer Designee any of their Subsidiaries as directed by the Buyer Companies without additional consideration therefor but at the Companytherefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s sole cost and expensepost-Closing (or post-Local Transfer Date, andas applicable) direct or indirect ownership, for the avoidance management or operation of doubt, any such Transferred Business Assets or Assumed Liabilities shall be considered (only to be Transferred Assets the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities for all purposes under this Agreement and any applicable Transaction Agreementhereunder). Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Buyer Companies or any of its their Affiliates (including, after the Closing, the Transferred Subsidiaries) and the Company Sellers or one of the Sellersan Excluded Subsidiary, as applicable, shall retain all such rights, properties, assets and Liabilities.

Misallocated Assets and Liabilities. (a) SubjectPrior to the Closing, in all instancesthe Cobia Contributor Group shall not transfer out of the Cobia Acetow Group any Cobia Business Retained Assets. If, to Section 2.2, if, during a two (2) year period following the Closing, any Party discovers that the Buyer or any Buyer Designee Company Group owns any 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 Company or any other Seller Cobia Contributor Group to the Buyer or any Buyer Designee 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 90 by the Buyer or the Buyer Designee Company Group following Closing for the Companyapplicable member of the Cobia Contributor Group, and the Buyer shall, and Company Group shall cause the Buyer Designee to, promptly transfer, assign and convey such rights, property, assets or Liability to the Company Cobia (or any of its Affiliates as designated by the CompanyCobia) without any consideration therefor but at the Company’s sole cost and expensetherefor. If, and, for the avoidance of doubt, such rights, property, assets or Liabilities shall be considered to be Excluded Assets or Excluded Liabilities for all purposes under this Agreement and any applicable Transaction Agreement. Subject, in all instances, to Section 2.2, if, during a two (2) year period following the Closing, any Party discovers that any Cobia Transferred Asset or Cobia Assumed Liability was not transferred to the Buyer (or a Buyer Designee) 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 Company shallCobia Contributor Group following Closing for the applicable member of the Company, and the Cobia Contributor Group shall cause the applicable Seller, if applicable, to promptly transfer, assign and convey such Cobia Transferred Asset or Cobia Assumed Liability, as applicable, to the Buyer Companies (or any of their respective Subsidiaries as designated by the Buyer Designee 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 consummation of the transactions contemplated by this Agreement such that the Company Group does not own such Cobia Business Retained Asset, 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 Company, and the Cobia Contributor Group shall promptly transfer, assign and convey such Cobia Business Retained Assets to the Companies or any of their respective Subsidiaries as directed by the Buyer Companies without additional consideration therefor but at the Company’s sole cost and expense, and, for the avoidance of doubt, such Transferred Assets or Assumed Liabilities shall be considered to be Transferred Assets or Assumed Liabilities for all purposes under this Agreement and any applicable Transaction Agreement. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Buyer or any of its Affiliates and the Company or one of the Sellers, as applicable, shall retain all such rights, properties, assets and Liabilitiestherefor.

Misallocated Assets and Liabilities. 106 (a) Subject, Subject in all instances, instances to Section 2.22.3 of this Agreement, if, during a two following Closing (2) year period or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that the Buyer Company or any Buyer Designee of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by the Company Trimble or any other Seller to of its Subsidiaries (including after the Buyer or any Buyer Designee Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held in trust by the Buyer Company or any of its Subsidiaries (including after the Buyer Designee following Closing Closing, the Transferred Subsidiaries) for the CompanyTrimble, and the Buyer Company shall, and shall cause the Buyer Designee Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to the Company Trimble (or any of its controlled Affiliates as designated by the Company) without any consideration therefor but at the Company’s sole cost Trimble), and expense, and, for the avoidance of doubt, Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities Liabilities, without any consideration therefor. The Parties intend and agree that any transferred item shall be considered deemed to be Excluded Assets or Excluded Liabilities for all purposes under this Agreement have been legally and any beneficially owned by its rightful owner as of the Closing Date (or, solely as applicable Transaction Agreementto the Brazil Business, as of the Deferred Brazil Closing Date). (b) Subject, in all instances, to Section 2.22.3 of this Agreement, if, during a two following Closing (2) year period or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that any Transferred Business Asset or Assumed Liability was not transferred to the Buyer Company (or a Buyer Designeeone of its Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, in trust by Trimble or its controlled Affiliates for the Company and its Subsidiaries, Trimble shall, and shall cause the applicable Seller, Subsidiary if applicable, to use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Transferred Business Asset or Assumed Liability, as applicable, to the Buyer Company or the Buyer Designee any of its Subsidiaries as directed by the Buyer Company without additional any consideration therefor but at the Company’s sole cost and expense, and, for the avoidance of doubt, such Transferred Assets or Assumed Liabilities shall be considered to be Transferred Assets or Assumed Liabilities for all purposes under this Agreement and any applicable Transaction Agreementtherefor. Notwithstanding the foregoing and anything to the contrary in this Agreement, the The Parties understand intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Excluded Assets and Excluded Liabilities are not intended toClosing Date (or, and shall not, be transferred solely as applicable to the Buyer or any of its Affiliates and the Company or one Brazil Business, as of the Sellers, as applicable, shall retain all such rights, properties, assets and Liabilities.Deferred Brazil Closing Date). 7.13

Misallocated Assets and Liabilities. (a) Subject, Subject in all instances, instances to Section 2.22.3 of this Agreement, if, during a two following Closing (2) year period or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that the Buyer Company or any Buyer Designee of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by the Company Trimble or any other Seller to of its Subsidiaries (including after the Buyer or any Buyer Designee Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held in trust by the Buyer Company or any of its Subsidiaries (including after the Buyer Designee following Closing Closing, the Transferred Subsidiaries) for the CompanyTrimble, and the Buyer Company shall, and shall cause the Buyer Designee Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to the Company Trimble (or any of its controlled Affiliates as designated by the Company) without any consideration therefor but at the Company’s sole cost Trimble), and expense, and, for the avoidance of doubt, Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities shall be considered to be Excluded Assets or Excluded Liabilities for all purposes under this Agreement and Liabilities, without any applicable Transaction Agreementconsideration therefor. Subject, in all instances, to Section 2.2, if, during a two (2) year period following the Closing, any Party discovers that any Transferred Asset or Assumed Liability was not transferred to the Buyer (or a Buyer Designee) as part of the consummation of the transactions contemplated by this Agreement, the Company shall, and shall cause the applicable Seller, if applicable, to promptly transfer, assign and convey such Transferred Asset or Assumed Liability, as applicable, to the Buyer or the Buyer Designee as directed by the Buyer without additional consideration therefor but at the Company’s sole cost and expense, and, for the avoidance of doubt, such Transferred Assets or Assumed Liabilities shall be considered to be Transferred Assets or Assumed Liabilities for all purposes under this Agreement and any applicable Transaction Agreement. Notwithstanding the foregoing and anything to the contrary in this Agreement, the The Parties understand intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Excluded Assets and Excluded Liabilities are not intended toClosing Date (or, and shall not, be transferred solely as applicable to the Buyer or any of its Affiliates and the Company or one Brazil Business, as of the Sellers, as applicable, shall retain all such rights, properties, assets and LiabilitiesDeferred Brazil Closing Date).

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.22.06 of this Agreement and the rights and obligations of the Parties therein, if, during a two the eighteen (218) year period months following the Closing, any Party discovers that the Buyer or any Buyer Designee owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by the Company or any other Seller to the Buyer in connection with the Closing pursuant to this Agreement as a Purchased Asset or any Buyer Designee were Assumed Liability but was actually an Excluded Assets Asset or Excluded Liabilities Liability as of the Closing Date, then any such right, property, asset or Liability shall be deemed to have been held in trust by the Buyer or the Buyer Designee following Closing for the Companyapplicable Seller, and the Buyer shall, and shall cause the Buyer Designee to, promptly transfer, assign and convey such rights, property, assets or Liability to the Company Parent (or any of its Affiliates as designated by the CompanyParent) without any consideration therefor but at the Company’s sole cost therefor, and expense, and, for the avoidance of doubt, such rights, property, assets or Liabilities shall be considered deemed to be Excluded Assets or Excluded Liabilities for all purposes under of this Agreement and any applicable Transaction AgreementDocument. Subject, in all instances, to Section 2.22.06 of this Agreement and the rights and the obligations of the Parties therein, if, during a two the eighteen (218) year period months following the Closing, any Party discovers that any Transferred Purchased Asset or Assumed Liability was not transferred to the Buyer (or a Buyer Designee) as part of the consummation of the transactions contemplated Contemplated Transactions, then any such Purchased Asset or Assumed Liability shall be deemed to have been held in trust by this Agreement, the Company shallapplicable Seller following Closing for Buyer, and shall cause the applicable Seller, if applicable, to Seller shall promptly transfer, assign and convey such Transferred Purchased Asset or Assumed Liability, as applicable, to the Buyer or the Buyer Designee any of its Affiliates as directed by the Buyer without additional consideration therefor but at the Company’s sole cost therefor, and expense, and, for the avoidance of doubt, such Transferred Purchased Assets or Assumed Liabilities shall be considered continue to be Transferred deemed to be Purchased Assets or Assumed Liabilities for all purposes under of this Agreement and any applicable Transaction AgreementDocument. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Buyer or any of its Affiliates and the Company or one of that the Sellers, as applicable, shall retain all such rights, properties, assets and Liabilities.