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.