Common use of Misallocated Assets Clause in Contracts

Misallocated Assets. Subject to Section 2.11, Section 2.12 and Section 5.5, in the event that either Seller or Purchaser becomes aware that (a) record or beneficial ownership or possession of any asset that is a Transferred Asset has not been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Assumed Liability has not been assumed by Purchaser at the Closing, or (b) record or beneficial ownership or possession of any asset that is not a Transferred Asset has been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Excluded Liability has been erroneously assumed by Purchaser at the Closing, then it shall promptly notify the other Party, and the Parties shall thereafter reasonably cooperate to, as promptly as practicable, (x) sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) the relevant asset to, as the case may be, Purchaser or its designated Affiliate, or Seller or its designated Affiliate, or (y) cause the relevant Liability to be assumed by Purchaser or its designated Affiliate, or Seller or its designated Affiliate, as the case may be, in each case pursuant to this Agreement or any applicable Local Purchase Agreement.

Misallocated Assets. Subject to Section 2.11, Section 2.12 and Section 5.5, in In the event that either Seller or Purchaser becomes aware that (a) record or beneficial ownership or possession of any asset that is a Transferred an Assigned Asset has not been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Assumed Liability has not been assumed by Purchaser at the Closing, or (b) record or beneficial ownership or possession of any asset that is not a Transferred an Assigned Asset has been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Excluded Liability has been erroneously assumed by Purchaser at the Closing, then it shall promptly notify the other Party, and the Parties shall thereafter reasonably cooperate to, as promptly as practicablepracticable and subject to the receipt of any applicable Consents, (x) sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) the relevant asset to, as the case may be, Purchaser or its designated Affiliate, or Seller or its designated Affiliate, -36- or (y) cause the relevant Liability to be assumed by Purchaser or its designated Affiliate, or Seller or its designated Affiliate, as the case may be, in each case pursuant to this Agreement or any other applicable Local Purchase AgreementTransaction Document.

Misallocated Assets. Subject to Section 2.11If, Section 2.12 and Section 5.5at any time after the Closing Date, in the event that either Seller any of Buyers, Sellers or Purchaser becomes aware that any of their respective Affiliates discovers (a) record or beneficial ownership or possession of that any asset that is a Transferred Asset has not been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one any of its Affiliates at is the Closingowner of, receives or that otherwise comes to possess, any Assumed Liability has not been assumed by Purchaser at asset (other than the Closing, assets (i) set forth on Section 3.20(b) of the Disclosure Schedule or (ii) used to perform the services under the Transition Services Agreement) used primarily in the operation of the Business as currently conducted or (b) record or beneficial ownership or possession of that any asset not used primarily in the operation of the Business as currently conducted that is should not a Transferred Asset has been soldhave been, conveyedbut inadvertently was, transferredtransferred by Sellers to an Acquired Company in connection with the Transaction (any such assets described in clause (a) or (b), assigned and delivered by Seller the “Misallocated Assets”), Sellers or its Buyers, as applicable shall, or shall cause their applicable Affiliates to, promptly transfer such Misallocated Assets to Purchaser the other Party or one or more of its their Affiliates at the Closing, as may be designated (and Buyers or that any Excluded Liability has been erroneously assumed by Purchaser at the Closing, then it shall promptly notify the other Party, and the Parties shall thereafter reasonably cooperate to, as promptly as practicable, (x) sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) the relevant asset toSellers, as the case may be, Purchaser will, and will cause their respective Affiliates to), accept such Misallocated Assets) for no additional consideration. Prior to any such transfer, the Misallocated Assets shall be held in trust for the benefit, insofar as reasonably possible, of the transferees (and at the transferring Parties’ sole expense) until the consummation of the transfer thereof. In furtherance of the foregoing, Sellers or its designated Affiliate, or Seller or its designated Affiliate, or (y) cause the relevant Liability to be assumed by Purchaser or its designated Affiliate, or Seller or its designated AffiliateBuyers, as the case may be, shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or one or more of their Affiliates as Buyers may designate) any monies or checks which have been sent to Sellers or its applicable Affiliates by customers, suppliers or other contracting parties in each case pursuant respect of any such Misallocated Assets and which should have been sent to this Agreement Buyers or any its applicable Local Purchase AgreementAffiliates (including promptly forwarding invoices or similar documentation to Buyers or its applicable Affiliates).

Misallocated Assets. Subject to Section 2.11(a) If, Section 2.12 at any time after the Closing, Buyer or the Purchased Subsidiaries, on the one hand, or Seller and Section 5.5its Affiliates, in on the event that either Seller other hand, is or Purchaser becomes aware that any asset (aincluding cash) record owned, received or held by a Purchased Subsidiary or any of its Affiliates, or to which a Purchased Subsidiary or any of its Affiliates has title or otherwise a beneficial ownership or possession of any other interest therein, is an asset that is a Transferred primarily used (or held for use) for, or is primarily related to any Retained Business or is otherwise contemplated by this Agreement to be retained by Seller and the Retained Subsidiaries under this Agreement (each, an “Excluded Asset”), it shall promptly inform the other party of such fact in writing and (i) the Purchased Subsidiaries shall return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset; or (ii) Buyer and the Purchased Subsidiaries shall, and shall cause their appropriate Affiliates to, (A) if such Excluded Asset has cannot been soldbe so returned, transferred or conveyed, transferredenter into such reasonable arrangements (including back-to-back subleasing, assigned sublicensing, subcontracting or other similar arrangements) as shall enable Seller and delivered by its applicable Affiliates to enjoy the benefits and bear the burdens of the applicable Excluded Asset as if such conveyance had occurred as of the Closing and (B) execute such documents or instruments of conveyance and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset back to Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Assumed Liability has not been assumed by Purchaser at the Closing, or (b) record or beneficial ownership or possession of any asset that is not a Transferred Asset has been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Excluded Liability has been erroneously assumed by Purchaser at the Closing, then it shall promptly notify the other Party, and the Parties shall thereafter reasonably cooperate to, as promptly as practicable, (x) sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) the relevant asset to, as the case may be, Purchaser or its designated appropriate Affiliate, or Seller or its designated Affiliate, or (y) cause the relevant Liability to be assumed by Purchaser or its designated Affiliate, or Seller or its designated Affiliate, as the case may be, in each case pursuant such that each party is put into the same economic position as if such action had been taken on or prior to this Agreement or any applicable Local Purchase Agreementthe Closing Date.

Misallocated Assets. Subject to Section 2.11, Section 2.12 and Section 5.5, in In the event that either Seller or Purchaser becomes aware that (a) record or beneficial ownership or possession of any asset that is a Transferred an Assigned Asset has not been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Assumed Liability has not been assumed by Purchaser at the Closing, or (b) record or beneficial ownership or possession of any asset that is not a Transferred an Assigned Asset has been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Excluded Liability has been erroneously assumed by Purchaser at the Closing, then it shall promptly notify the other Party, and the Parties shall thereafter reasonably cooperate to, as promptly as practicablepracticable and subject to the receipt of any applicable Consents, (x) sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) the relevant asset to, as the case may be, Purchaser or its designated Affiliate, or Seller or its designated Affiliate, or (y) cause the relevant Liability to be assumed by Purchaser or its designated Affiliate, or Seller or its designated Affiliate, as the case may be, in each case pursuant to this Agreement or any other applicable Local Purchase AgreementTransaction Document.

Misallocated Assets. Subject If, following the Closing, any right, property or asset that would constitute an Excluded Asset is found to Section 2.11have been transferred to Buyer or its Affiliates or Subsidiaries in error, Section 2.12 and Section 5.5either directly or indirectly (including in preparation for the separation of the TMA Business from Seller), in the event that either Buyer shall transfer, or shall cause its Affiliates to transfer, at no cost (or if reasonably determined by Buyer, for nominal consideration) to Seller or Purchaser becomes aware that the other members of the Seller Group, such right, property or asset (aand any related Liability) record as soon as practicable to one or beneficial ownership more members of the Seller Group indicated by Seller. If, following the Closing, any right, property or possession of any asset that is would constitute a Transferred Asset has not is found to have been sold, conveyed, transferred, assigned and delivered retained by Seller or its Affiliates any other member of the Seller Group in error, either directly or indirectly (including in preparation for the separation of the TMA Business from Seller), Seller shall transfer, or shall cause the other members of the Seller Group to Purchaser transfer, at no cost (or one if reasonably determined by Seller, for nominal consideration) to Buyer, such right, property or asset (and any related Liability) as soon as practicable to Buyer or an Affiliate of Buyer indicated by Buyer. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Buyer or any of its Affiliates at the Closing, or that any Assumed Liability has not been assumed by Purchaser at the Closing, or (b) record or beneficial ownership or possession of any asset that is not a Transferred Asset has been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Excluded Liability has been erroneously assumed by Purchaser at the Closing, then it shall promptly notify the other Party, and the Parties Seller Group shall thereafter reasonably cooperate toretain such rights, as promptly as practicable, (x) sell, convey, transfer, assign properties and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) the relevant asset to, as the case may be, Purchaser or its designated Affiliate, or Seller or its designated Affiliate, or (y) cause the relevant Liability to be assumed by Purchaser or its designated Affiliate, or Seller or its designated Affiliate, as the case may be, in each case pursuant to this Agreement or any applicable Local Purchase Agreementassets.