Common use of Misallocated Assets or Liabilities Clause in Contracts

Misallocated Assets or Liabilities. (a) If at any time or from time to time, any Party or any member of such Party’s Group (the “Initiating Party”) reasonably determines in good faith that (x) the other Party or any member of such Party’s Group (the “Other Party”) is in possession of any Asset that should have been transferred to or retained by the Initiating Party or (y) the Initiating Party is subject to any Liability that should have been transferred to or retained by the Other Party, in each case pursuant to the terms of this Article II (any such Asset or Liability, a “Misallocated Asset/Liability”), the Initiating Party may provide written notice, in reasonable detail, to the Other Party informing the Other Party of such Misallocated Asset/Liability. Upon receipt of such notice, the Parties shall negotiate in good faith to reach agreement on the allocation of the Misallocated Asset/Liability so as to give effect to the provisions of this Article II. (b) If the Parties are unable to reach such agreement on the allocation of the Misallocated Asset/Liability, the Parties shall within five (5) Business Days following (as applicable) any of (i) the 120th day following the Closing Date, (ii) the 240th day following the Closing Date or (iii) the one-year anniversary of the Closing Date (each such date, a “Dispute Resolution Date”) appoint Deloitte Consulting LLP (the “Consulting Firm”) to determine the allocation of all Misallocated Assets/Liabilities existing on such Dispute Resolution Date. The Consulting Firm, acting as experts and not as arbitrators, shall determine, in accordance with the provisions of this Article II, in a manner consistent with the allocations of similar Assets or Liabilities hereunder and based on the historical usage of such Asset or Liability as evidenced by the properties, books, records and working papers, and personnel of the Company and its Subsidiaries, the allocation of each such Misallocated Asset/Liability. Each Party shall provide the Consulting Firm with reasonable access to such Party’s properties, books, records and working papers and personnel (including current and, if reasonably practicable, former Representatives) for interviews, depositions, testimonies and other relevant procedures in order to determine the historic usage of such Asset or Liability. Such decision shall be set forth in writing and shall be final and binding upon Newco and the Company. The cost of such review and determination by the Consulting Firm shall be borne equally by the Company and Newco. (c) The Parties shall, and shall cause their respective Subsidiaries to, cooperate and assist in transferring, and take all actions necessary to transfer, or cause to be transferred, any Misallocated Asset/Liability to the appropriate Party or the applicable member of such Party’s Group, including by making available to the extent necessary their respective books, records, work papers and personnel. In case of any transfer of an Asset that is a Misallocated Asset/Liability, the Other Party shall be deemed to have held such Asset in trust for the Initiating Party or the applicable member of the Initiating Party’s Group during the period from the Effective Time to the date of such transfer.

Misallocated Assets or Liabilities. (a) If In the event that at any time or from time to time, any Party the Partnership or any member of such Party’s TWI Group (the “Initiating Party”) reasonably determines in good faith that (x) the other Party Member shall receive or any member of such Party’s Group (the “Other Party”) is in possession of otherwise possess any Asset that should have been transferred to or retained by the Initiating Party or (y) the Initiating Party is be subject to any Liability that should have been transferred is allocated to Comcast Distribution LLC (or retained by the Other Partyany Comcast Transferred Subsidiary, in each case pursuant to the terms of this Article II (any such Asset or Liability, a “Misallocated Asset/Liability”), the Initiating Party may provide written notice, in reasonable detail, to the Other Party informing the Other Party of such Misallocated Asset/Liability. Upon receipt of such notice, the Parties shall negotiate in good faith to reach agreement on the allocation of the Misallocated Asset/Liability so as to give effect to the provisions of this Article II. (b) If the Parties are unable to reach such agreement on the allocation of the Misallocated Asset/Liability, the Parties shall within five (5) Business Days following (as applicable) pursuant to this Agreement or any other Dissolution Document (including receipt or possession of (isuch Assets or assumption of such Liabilities as a result of a failure to comply with Section 8.4(e) the 120th day following the Closing Date, (ii) the 240th day following the Closing Date or (iii) the one-year anniversary of the Closing Date (each Partnership Agreement), such date, a “Dispute Resolution Date”) appoint Deloitte Consulting LLP (the “Consulting Firm”) to determine the allocation of all Misallocated Assets/Liabilities existing on such Dispute Resolution Date. The Consulting Firm, acting as experts and not as arbitrators, Person shall determine, in accordance with the provisions of this Article II, in a manner consistent with the allocations of similar Assets or Liabilities hereunder and based on the historical usage of such Asset or Liability as evidenced by the properties, books, records and working papers, and personnel of the Company and its Subsidiaries, the allocation of each such Misallocated Asset/Liability. Each Party shall provide the Consulting Firm with reasonable access to such Party’s properties, books, records and working papers and personnel (including current and, if reasonably practicable, former Representatives) for interviews, depositions, testimonies and other relevant procedures in order to determine the historic usage of such Asset or Liability. Such decision shall be set forth in writing and shall be final and binding upon Newco and the Company. The cost of such review and determination by the Consulting Firm shall be borne equally by the Company and Newco. (c) The Parties shall, and shall cause their respective Subsidiaries to, cooperate and assist in transferring, and take all actions necessary to promptly transfer, or cause to be transferred, any Misallocated Asset/such Asset or Liability to the appropriate Party Comcast Distribution LLC (or the applicable member of Comcast Transferred Subsidiary). Prior to any such Party’s Group, including by making available to the extent necessary their respective books, records, work papers and personnel. In case of any transfer of an Asset that is a Misallocated Asset/Liabilitytransfer, the Other Party shall be deemed to have held Person receiving or possessing such Asset or being subject to such Liability shall hold such Asset or Liability in trust for the Initiating Party Comcast Distribution LLC (or the applicable Comcast Transferred Subsidiary). For the avoidance of doubt, the parties agree that those Contracts set forth on Schedule 3.12 (i) are not Comcast Transferred Assets and the Liabilities thereunder are not Comcast Assumed Liabilities and (ii) shall not be subject to this Section 3.12(a), shall remain a Contract of the applicable Affiliate of the TWI Group, shall not be transferred to or assumed by Comcast Distribution LLC (or any Comcast Transferred Subsidiary) and shall not be held in trust for Comcast Distribution LLC (or any Comcast Transferred Subsidiary), unless otherwise expressly agreed to by the parties hereto. (b) In the event that as of the date hereof any TWI Group Member other than the Partnership or any of its Subsidiaries is a party to any Contract used primarily in the Houston Business and used exclusively by one or more cable television systems serving areas exclusively located in the Houston DMA, such Person shall promptly transfer, or cause to be transferred, such Contract to Comcast Distribution LLC (or the applicable Comcast Transferred Subsidiary), subject to the receipt of any necessary consent. Prior to any such transfer, such TWI Group Member shall hold such Contract in trust for Comcast Distribution LLC (or the applicable Comcast Transferred Subsidiary). The parties agree that any such Contract which, after giving effect to the transfer under this Section 3.12(b), is between Comcast Distribution LLC (or the applicable Comcast Transferred Subsidiary), on the one hand, and a member of the Initiating Party’s Group during TWI Group, on the period from other hand, shall terminate without penalty no later than 120 days after the Effective Time Distribution Date. For the avoidance of doubt, those Contracts set forth on Schedule 3.12 shall not be subject to this Section 3.12(b), shall remain a Contract of the date applicable Affiliate of such transferthe TWI Group, shall not be transferred to or assumed by Comcast Distribution LLC (or any Comcast Transferred Subsidiary) and shall not be held in trust for Comcast Distribution LLC (or any Comcast Transferred Subsidiary), unless otherwise expressly agreed to by the parties hereto.

Misallocated Assets or Liabilities. (a) If at any time or from time to timewithin 15 months following the Closing, any Party or any member of such Party’s the Seller Group or any Acquired Company, on the one hand (either, the “Initiating Party”) reasonably determines in good faith that (x) the other Party or any member of such Party’s the Seller Group or any Acquired Company, on the other hand (either, the “Other Party”) is in possession of any Asset asset that should have been transferred to or retained by the Initiating Party in connection with the Transactions or (yii) the Initiating Party is subject to any Liability that should have been transferred to or retained by the Other Party, Party in each case pursuant to connection with the terms of this Article II Transactions (any such Asset asset or Liability, a “Misallocated Asset/Liability”), then the Initiating Party may provide written notice, in reasonable detail, to the Other Party informing the Other Party of such Misallocated Asset/Liability. Upon receipt of such notice, the Parties Initiating Party and the Other Party shall negotiate in good faith to reach agreement on the allocation of the Misallocated Asset/Liability so as to give effect to the provisions of this Article IILiability. (b) If the Parties Initiating Party and the Other Party are unable to reach such agreement on the allocation of the Misallocated Asset/Liability, the Parties then such parties shall within five (5) Business Days following (as applicable) any of (i) the 120th day following the Closing Date, (ii) the 240th day following the Closing Date or (iii) the one15-year month anniversary of the Closing Date (each such date, a “Dispute Resolution Date”) appoint Deloitte Consulting LLP Xxxxx Xxxxxxxx (the “Consulting Firm”) to determine the allocation of all Misallocated Assets/Liabilities existing on such Dispute Resolution Date. The Consulting Firm, acting as experts an expert and not as arbitratorsan arbitrator, shall determine, in accordance with the provisions of this Article IISection 7.1(b), in a manner consistent with the allocations of similar Assets assets or Liabilities hereunder and based on the historical usage of such Asset asset or Liability as evidenced by the properties, books, records and working papers, and personnel of the Company and its Subsidiariesmembers of the Seller Group, the allocation of each such Misallocated Asset/Liability. Each of the Initiating Party and the Other Party shall provide the Consulting Firm with reasonable access to such Party’s properties, books, records and working papers and personnel (including current and, if reasonably practicable, former Representatives) for interviews, depositions, testimonies and other relevant procedures in order to determine the historic usage of such Asset asset or Liability. Such decision shall be set forth in writing and shall be final and binding upon Newco and the Companysuch parties. The cost of such review and determination by the Consulting Firm shall be borne equally by the Company and NewcoParent. (c) The Parties shall, and shall cause their respective Subsidiaries to, cooperate and assist in transferring, and take all actions necessary to transfer, or cause to be transferred, any Misallocated Asset/Liability to the appropriate Party or the its applicable member of such Party’s GroupSubsidiary, including by making available to the extent necessary their respective books, records, work papers and personnel. In case of any transfer of an Asset asset that is a Misallocated Asset/Liability, the Other Party shall be deemed to have held such Asset asset in trust for the Initiating Party or the its applicable member of the Initiating Party’s Group Subsidiary during the period from the Effective Time Closing to the date of such transfer.

Misallocated Assets or Liabilities. (a) If at any time or from time to timetime following the Closing, any Party or any member of the Seller Group, on the one hand, or any of the Buyer or any Acquired Company, on the other hand (such Party’s Group (applicable party, the “Initiating Party”) reasonably determines in good faith that (xi) an Acquired Company or any of its Subsidiaries, on the one hand, or a member of the Seller Group, on the other Party or any member of hand (such Party’s Group (applicable party, the “Other Party”) is in possession of any Asset asset that should or should not, as applicable, have been transferred to or retained by the Initiating Party in connection with the Stock Purchase, the Pre-Closing Restructuring and/or the Shared Asset Transactions or (yii) the Initiating Party is, or is not, as applicable, subject to any Liability that should, or should not, as applicable, have been transferred to or retained by the Other PartyParty in connection with the Stock Purchase, in each case pursuant to the terms of this Article II Pre-Closing Restructuring and/or the Shared Asset Transactions (any such Asset asset or Liability, a “Misallocated Asset/Liability”), then the Initiating Party may provide written notice, in reasonable detail, to the Other Party informing the Other Party of such Misallocated Asset/Liability. Upon receipt of such notice, the Parties Initiating Party and the Other Party shall negotiate in good faith to reach agreement on the allocation of the Misallocated Asset/Liability so as to give effect to the provisions of this Article IIAgreement. (b) If the Parties Initiating Party and the Other Party are unable to reach such agreement on the allocation of the Misallocated Asset/Liability, the Parties then such parties shall within five thirty (530) Business Days following (as applicable) any of (i) the 120th day following the Closing Date, (ii) the 240th day following the Closing Date or (iii) the one-year anniversary days of the Closing Date Other Party’s receipt of notice pursuant to Section 7.5(a) (each such date, a the “Dispute Resolution Date”) appoint Deloitte Consulting LLP Ernst & Young (the “Consulting Firm”) to determine the allocation of all Misallocated Assets/Liabilities existing on such Dispute Resolution Date. The Consulting Firm, acting as experts an expert and not as arbitratorsan arbitrator, shall determine, in accordance with the provisions of this Article IISection 7.5(b), in a manner consistent with the allocations of similar Assets assets or Liabilities hereunder and based on the historical usage of such Asset asset or Liability as evidenced by the properties, books, records and working papers, and personnel of the Company and its Subsidiariesmembers of the Seller Group, the allocation of each such Misallocated Asset/Liability. Each of the Initiating Party and the Other Party shall provide the Consulting Firm with reasonable access to such Partyparty’s properties, books, records and working papers and personnel (including current and, if reasonably practicable, former Representatives) for interviews, depositions, testimonies and other relevant procedures in order to determine the historic usage of such Asset asset or Liability. Such decision shall be set forth in writing and shall be final and binding upon Newco and the Companysuch parties. The cost of such review and determination by the Consulting Firm shall be borne equally by the Company Seller, on the one hand, and NewcoBuyer or any of its Subsidiaries (including Lucky), on the other hand. (c) The Parties shall, and shall cause their respective Subsidiaries Affiliates to, cooperate and assist in transferring, and take all actions necessary to transfer, or cause to be transferred, any Misallocated Asset/Liability to the appropriate Party or the its applicable member of such Party’s GroupSubsidiary, including by making available to the extent necessary their respective books, records, work papers and personnel. In case of any transfer of an Asset asset that is a Misallocated Asset/Liability, the Other Party shall be deemed to have held such Asset asset in trust for the Initiating Party or the its applicable member of the Initiating Party’s Group Subsidiary during the period from the Effective Time Closing to the date of such transfer.

Misallocated Assets or Liabilities. (a) If at any time within 15 months following the Closing, LCCI or from time to timeCanCo, any Party or any member of such Party’s Group on the one hand (either, the “Initiating Party”) reasonably determines in good faith that (xi) LCCI or CanCo, on the other Party or any member of such Party’s Group hand (either, the “Other Party”) is in possession of any Asset asset that should have been transferred to or retained by the Initiating Party or (yii) the Initiating Party is subject to any Liability that should have been transferred to or retained by the Other Party, in each case pursuant to the terms of this Article II (any such Asset asset or Liability, a “Misallocated Asset/Liability”), then the Initiating Party may provide written notice, in reasonable detail, to the Other Party informing the Other Party of such Misallocated Asset/Liability. Upon receipt of such notice, the Parties Initiating Party and the Other Party shall negotiate in good faith to reach agreement on the allocation of the Misallocated Asset/Liability so as to give effect to the provisions of this Article IILiability. (b) If the Parties Initiating Party and the Other Party are unable to reach such agreement on the allocation of the Misallocated Asset/Liability, the then such Parties shall within five (5) Business Days following (as applicable) any of (i) the 120th day following the Closing Date, (ii) the 240th day following the Closing Date or (iii) the one15-year month anniversary of the Closing Date (each such date, a “Dispute Resolution Date”) appoint Deloitte Consulting LLP Xxxxx Xxxxxxxx (the “Consulting Firm”) to determine the allocation of all Misallocated Assets/Liabilities existing on such Dispute Resolution Date. The Consulting Firm, acting as experts an expert and not as arbitratorsan arbitrator, shall determine, in accordance with the provisions of this Article IISection 7.1(b), in a manner consistent with the allocations of similar Assets assets or Liabilities hereunder and based on the historical usage of such Asset asset or Liability as evidenced by the properties, books, records and working papers, and personnel of the Company Sellers and its their Subsidiaries, the allocation of each such Misallocated Asset/Liability. Each of the Initiating Party and the Other Party shall provide the Consulting Firm with reasonable access to such Party’s properties, books, records and working papers and personnel (including current and, if reasonably practicable, former Representatives) for interviews, depositions, testimonies and other relevant procedures in order to determine the historic usage of such Asset asset or Liability. Such decision shall be set forth in writing and shall be final and binding upon Newco and the CompanyParties. The cost of such review and determination by the Consulting Firm shall be borne equally by LCCI and the Company and NewcoBuyers. (c) The Parties shall, and shall cause their respective Subsidiaries to, cooperate and assist in transferring, and take all actions necessary to transfer, or cause to be transferred, any Misallocated Asset/Liability to the appropriate Party or the its applicable member of such Party’s GroupSubsidiary, including by making available to the extent necessary their respective books, records, work papers and personnel. In case of any transfer of an Asset asset that is a Misallocated Asset/Liability, the Other Party shall be deemed to have held such Asset asset in trust for the Initiating Party or the its applicable member of the Initiating Party’s Group Subsidiary during the period from the Effective Time Closing to the date of such transfer.