Common use of Misallocated Assets Clause in Contracts

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets is found to have been transferred to Immedica in error, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. If(a) Prior to the Closing and until such time as the following assignments, following amendments or separations are obtained, the Corix Parties shall use commercially reasonable efforts to take such actions as may be reasonably necessary to assign, amend or separate any contracts to which a Contributed Corix Entity is a party that relate to the Excluded Business (the “Excluded Business Contracts”) to, effective (or retroactive) upon the Closing, any right(i) remove each Contributed Corix Entity as a party thereto, property and to assign or asset not forming part amend to Remainco or its transferee the rights and obligations of the Acquired Assets is found applicable Contributed Corix Entity under such Excluded Business Contract, or (ii) to have been transferred the extent such Excluded Business Contract relates both to Immedica in errorthe Excluded Business and the Corix Water Business, either directly otherwise separate the applicable Excluded Business Contract such that the rights and obligations pertaining to the Corix Water Business are held by a Contributed Corix Entity and the rights and obligations pertaining to the Excluded Business are held by Remainco or indirectlyits transferee (or its Affiliates). In the event the counterparties to any Excluded Business Contract do not consent or agree to such assignment, Immedica shall (a) transfer amendment or separation at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transferthe Closing, ensure that Immedica shallor any Contributed Corix Entity remains party to any Excluded Business Contract for any other reason, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising from all times after the Closing by virtue (x) CIUS and each of itContributed Corix Entities that are a party to such Excluded Business Contract shall continue to perform and discharge their respective obligations under such Excluded Business Contract and (y) without the prior consent of the Corix Parties (such consent not to be unreasonably withheld, as agent of and trustee for Aeglea delayed or conditioned), CIUS and its Subsidiaries and allow Aeglea and Affiliates shall take no action (or fail to take any action) under, or in connection with, such Excluded Business Contract if such action (or failure to take any action) would reasonably be expected to result in any costs, expenses, other liability to, or additional obligation of, Remainco or its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and transferee or its Subsidiaries shall bear all burdens relating Affiliates that are a party to such assetExcluded Business Contract. IfThe SWWC Parties shall, following and shall cause their Affiliates to, cooperate with the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (Corix Parties and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea Remainco or its applicable Affiliate has transferee with respect to obtaining the right to such asset, hold the asset (or part thereofassignments and amendments contemplated by this Section 7.9(a), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand proviso in Section 7.2(e)(y) shall apply to the Corix Parties’ (and agree that (xtheir respective Subsidiaries’) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetsobligations under this Section 7.9(a).

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets is found to have been transferred to Immedica Spinco in error, either directly or indirectly, Immedica Spinco shall (a) transfer at no cost to AegleaMedi LLC, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea Medi LLC and its Subsidiaries Affiliates designated by Aeglea Medi LLC and (b) prior to such transfer, ensure that Immedica shall, Spinco shall where permitted [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea Medi LLC and its Subsidiaries Affiliates and allow Aeglea Medi LLC and its Subsidiaries Affiliates from and after the Closing to have full enjoyment and use of such asset and Aeglea Medi LLC and its Subsidiaries Affiliates shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea Medi LLC or any of its Affiliates in error, either directly or indirectly, Aeglea Medi LLC shall (i) transfer, or shall cause its Affiliates to transfer, at no cost to ImmedicaSpinco, such right, property or asset (and any related Liability) as soon as practicable to Immedica Spinco and (ii) prior to such transfer, ensure that Aeglea Medi LLC or its applicable Affiliate shall where permitted by the terms on which Aeglea Medi LLC or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica Spinco and allow Immedica Spinco from and after the Closing to have full enjoyment and use of such asset and Immedica Spinco shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica Spinco and Aeglea Medi LLC or its applicable Affiliate shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica Spinco and Immedica Spinco shall acquire such rights, properties and assets.

Misallocated Assets. If, following Closing, any Party discovers that Purchaser or any of its Affiliates (including, after the Closing, any Acquired Group Company) owns any right, property or asset not forming part that constituted an Excluded Asset as of the Acquired Assets is found to have Closing Date, or that any right, property or asset that has been transferred by Seller or any other Seller Person to Immedica in errorPurchaser or any of its Affiliates were Excluded Assets as of the Closing Date, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, then any such right, property or asset (shall be deemed to have been held in trust by such Acquired Group Company, Purchaser or their Affiliates following the Closing for the applicable Seller Person, and any related Liability) as soon as practicable to one or more of Aeglea Purchaser shall, and shall cause such Acquired Group Company and its Subsidiaries other Affiliates to, promptly transfer, assign and convey such rights, property or assets to Seller (or any of its Affiliates as designated by Aeglea and (bSeller) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and without any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such assetconsideration therefor. If, following the Closing, any right, property or asset forming Party discovers that any Transferred Asset was not transferred to Purchaser as part of the Acquired Assets is found consummation of the transactions contemplated by this Agreement, then any such Transferred Asset shall be deemed to have been retained held in trust by Aeglea the Asset Selling Entity or their Affiliate still in errorpossession of such Transferred Asset following the Closing for Purchaser, either directly the applicable Acquired Group Company or indirectlytheir Affiliate and Seller shall, Aeglea and shall (i) cause the applicable Asset Selling Entity to, promptly transfer, at no cost assign and convey such Transferred Asset to ImmedicaPurchaser as directed by Purchaser without additional consideration therefor. Without limitation of the foregoing, such right, property or asset (Purchaser and Seller shall take the actions set forth on Section 5.16 of the Seller Disclosure Schedule with respect to any related Liability) as soon as practicable Excluded Real Property that remains in the possession of any Acquired Group Company following the Closing. Notwithstanding the foregoing and anything to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubtcontrary in this Agreement, the Parties understand and agree that (xi) the Excluded Assets are not intended to, and shall not, be transferred to Immedica Purchaser or any of its Affiliates (including, after the Closing, the Acquired Group Companies) and Aeglea the Seller Persons shall retain such rights, properties and assets, assets and (yii) the Acquired Transferred Assets are not intended to, and shallshall not, be transferred to Immedica retained by Seller or any of its Affiliates (excluding, after the Closing, the Acquired Group Companies) from and Immedica after the Closing and Purchaser or its Affiliates shall acquire obtain such rights, properties and assetsassets at the Closing.

Misallocated Assets. If(a) Subject to Section 5.15, following if, at any time after the Closing, Purchaser or the Purchased Entity, on the one hand, or Seller, on the other hand, is or becomes aware that any rightasset owned or held by the Purchased Entity or any of its Affiliates (other than Purchaser), property or asset not forming part to which the Purchased Entity or any of its Affiliates (other than Purchaser) has title or otherwise a beneficial or other interest therein, is an Excluded Asset or the Acquired Assets Purchased Entity or any of its Affiliates is found subject to have been transferred to Immedica in errora Retained Liability, either directly or indirectly, Immedica it shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted by inform the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use Party of such asset fact in writing and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transferthe Purchased Entity shall or shall cause its appropriate Subsidiary to, at no cost return or transfer and convey (without further consideration) to Immedica, Seller or the appropriate Affiliate of Seller such right, property Excluded Asset or asset (and any related Retained Liability) as soon as practicable to Immedica and ; (ii) prior to Seller shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such transfer, ensure that Aeglea shall where permitted by Retained Liability; and (iii) Seller and the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended toPurchased Entity shall, and shall notcause their appropriate Affiliates (other than Purchaser in the case of the Purchased Entity) to, (A) if such Excluded Asset or Retained Liability cannot be so returned, transferred or conveyed or directly assumed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable Seller and its applicable Affiliates to Immedica and Aeglea shall retain enjoy the benefits of the applicable Excluded Asset or the burdens of the applicable Retained Liability as if such rights, properties and assets, conveyance or assumption had occurred as of the Closing and (yB) execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the Acquired Assets are intended totransfer of such Excluded Asset or Retained Liability back to Seller or its appropriate Affiliate, and shallin each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. In the event an Excluded Asset or Retained Liability is distributed or otherwise transferred from the Purchased Entity or any of its Subsidiaries to Purchaser, Purchaser shall be transferred bound with respect to Immedica and Immedica shall acquire such rights, properties and assetsExcluded Asset or Retained Liability as if it were the Purchased Entity for purposes of this Section 5.17(a).

Misallocated Assets. If(a) Prior to the Closing and until such time as the following assignments, following amendments or separations are obtained, the Corix Parties shall use commercially reasonable efforts to take such actions as may be reasonably necessary to assign, amend or separate any contracts to which a Contributed Corix Entity is a party that relate to the Excluded Business (the Excluded Business Contracts ) to, effective (or retroactive) upon the Closing, any right(i) remove each Contributed Corix Entity as a party thereto, property and to assign or asset not forming part amend to Remainco or its transferee the rights and obligations of the Acquired Assets is found applicable Contributed Corix Entity under such Excluded Business Contract, or (ii) to have been transferred the extent such Excluded Business Contract relates both to Immedica in errorthe Excluded Business and the Corix Water Business, either directly otherwise separate the applicable Excluded Business Contract such that the rights and obligations pertaining to the Corix Water Business are held by a Contributed Corix Entity and the rights and obligations pertaining to the Excluded Business are held by Remainco or indirectlyits transferee (or its Affiliates). In the event the counterparties to any Excluded Business Contract do not consent or agree to such assignment, Immedica shall (a) transfer amendment or separation at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transferthe Closing, ensure that Immedica shallor any Contributed Corix Entity remains party to any Excluded Business Contract for any other reason, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising from all times after the Closing by virtue (x) CIUS and each of itContributed Corix Entities that are a party to such Excluded Business Contract shall continue to perform and discharge their respective obligations under such Excluded Business Contract and (y) without the prior consent of the Corix Parties (such consent not to be unreasonably withheld, as agent of and trustee for Aeglea delayed or conditioned), CIUS and its Subsidiaries and allow Aeglea and Affiliates shall take no action (or fail to take any action) under, or in connection with, such Excluded Business Contract if such action (or failure to take any action) would reasonably be expected to result in any costs, expenses, other liability to, or additional obligation of, Remainco or its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and transferee or its Subsidiaries shall bear all burdens relating Affiliates that are a party to such assetExcluded Business Contract. IfThe SWWC Parties shall, following and shall cause their Affiliates to, cooperate with the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (Corix Parties and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea Remainco or its applicable Affiliate has transferee with respect to obtaining the right to such asset, hold the asset (or part thereofassignments and amendments contemplated by this Section 7.9(a), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the proviso in Section 7.2(e)(y) shall apply to the Corix Parties understand (and agree that (xtheir respective Subsidiaries ) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetsobligations under this Section 7.9(a).