Common use of Misallocated Assets Clause in Contracts

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Business is found to have been transferred to Purchaser in error, either directly or indirectly (including pursuant to the Pre-Closing Reorganization), Purchaser shall (i) transfer, or shall cause its Affiliates (including, after the Closing, the members of the Alkali Group) to transfer, at no cost to Seller or the other members of the Seller Group, such right, property or asset (and any related Liability) as soon as practicable to one or more members of the Seller Group indicated by Seller and (ii) ensure that the member of the Purchaser Group shall where permitted by the terms on which such member 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 Seller and allow the Seller Group from and after the Closing to have full enjoyment and use of such asset and Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Business is found to have been retained by Seller or any other member of the Seller Group in error, either directly or indirectly (including pursuant to Pre-Closing Reorganization), Seller shall (i) transfer, or shall cause the other members of the Seller Group to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability) as soon as practicable to Purchaser or an Affiliate of Purchaser (including a member of the Alkali Group) indicated by Purchaser and (ii) ensure that the member of the Seller Group shall where permitted by the terms on which such member 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 Purchaser and allow the Purchaser Group from and after the Closing to have full enjoyment and use of such asset and Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Purchaser or any of its Affiliates (including, after the Closing, the members of the Alkali Group) and the Seller Group shall retain such rights, properties and assets.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Business is found to have been transferred to Purchaser in error, either directly or indirectly (including pursuant to the Pre-Closing Reorganization)indirectly, Purchaser shall (i) transfer, or shall cause its Affiliates (including, after the Closing, the members of the Alkali Group) to transfer, at no cost to Seller or the other members of the Seller Group, such right, property or asset (and any related Liability) as soon as practicable to one or more members of the Seller Group indicated by Seller and (ii) ensure that the member of the Purchaser Group shall where permitted by the terms on which such member 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 Seller and allow the Seller Group from and after the Closing to have full enjoyment and use of such asset and Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Business is found to have been retained by Seller or any other member of the Seller Group in error, either directly or indirectly (including pursuant to Pre-Closing Reorganization)indirectly, Seller shall (i) transfer, or shall cause the other members of the Seller Group to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability) as soon as practicable to Purchaser or an Affiliate of Purchaser (including a member of the Alkali Group) indicated by Purchaser and (ii) ensure that the member of the Seller Group shall where permitted by the terms on which such member 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 Purchaser and allow the Purchaser Group from and after the Closing to have full enjoyment and use of such asset and Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Purchaser or any of its Affiliates (including, after the Closing, the members of the Alkali Group) and the Seller Group shall retain such rights, properties and assets.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Business is found to have been transferred to Purchaser Buyer in error, either directly 38 or indirectly (including pursuant to the Pre-Closing Reorganization)indirectly, Purchaser Buyer shall (i) transfer, or shall cause its Affiliates (including, after the Closing, the members of the Alkali GroupCompany or its subsidiaries) to transfer, at no cost to Seller or the other members of the Seller Groupits Affiliates, such right, property or asset (and any related Liability) as soon as practicable to one Seller or more members an Affiliate of the Seller Group as indicated by Seller and (ii) ensure that the member of the Purchaser Group Buyer or its Affiliate shall where permitted by the terms on which such member Person 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 Seller and allow the Seller Group and its Affiliates from and after the Closing to have full enjoyment and use of such asset and Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Business is found to have been retained by Seller or any other member of the Seller Group its Affiliates in error, either directly or indirectly (including pursuant to Pre-Closing Reorganization)indirectly, Seller shall (i) transfer, or shall cause the other members of the Seller Group its Affiliates to transfer, at no cost to PurchaserBuyer, such right, property or asset (and any related Liability) as soon as practicable to Purchaser Buyer or an Affiliate of Purchaser Buyer (including a member of the Alkali GroupCompany and its subsidiaries) indicated by Purchaser Buyer and (ii) ensure that the member of the Seller Group or its Affiliate shall where permitted by the terms on which such member Person 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 Purchaser Buyer and allow the Purchaser Group Buyer from and after the Closing to have full enjoyment and use of such asset and Purchaser Buyer shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Purchaser or any of its Affiliates (including, after the Closing, the members of the Alkali Group) and the Seller Group shall retain such rights, properties and assets.

Misallocated Assets. If(a) If after the Closing: (i) the Buyer or any of its affiliates holds, following is the owner of, receives or otherwise comes to possess any Excluded Assets or Excluded Liabilities; or (ii) the Seller or any of its affiliates hold, is the owner of, receives or otherwise comes to possess any Purchased Assets or Assumed Liabilities, the Buyer or the Seller, as applicable, will: (A) promptly give written notice to the other Party; and (B) promptly transfer assign, convey and deliver (or cause to be transferred, assigned, conveyed and delivered) such assets or assume (or cause to be assumed) such Assumed Liabilities or Excluded Liabilities to or from (as applicable) the other Party. Prior to any such transfer, the Party receiving or possessing any such asset will hold it in trust for the benefit of such other Party. Each Party will cooperate with the other Party and use its commercially reasonable efforts to set up procedures and notifications as are reasonably necessary or advisable to effectuate the assignment, transfer, conveyance and delivery, or assumption, contemplated by this Section 8.4. Following the Closing, the Seller will, and will cause its affiliates to, deliver as promptly as practicable any right, property Purchased Assets that were not provided to the Buyer at the Closing. Without duplication or asset not forming part limitation of the Business is found to have been transferred to Purchaser foregoing, in errorthe event that: (x) the Seller or any of its affiliates receives any payment, either directly invoice or indirectly (including pursuant other correspondence from customers, suppliers or other contracting parties related to the Pre-Closing Reorganization), Purchaser shall (i) transfer, Purchased Assets or shall cause its Affiliates (includingthe Assumed Liabilities, after the Closing, the members of the Alkali Group) Seller agrees to transfer, at no cost to Seller or the other members of the Seller Group, such right, property or asset (and any related Liability) as soon as practicable to one or more members of the Seller Group indicated by Seller and (ii) ensure that the member of the Purchaser Group shall where permitted by the terms on which such member has the right to such asset, hold the asset promptly remit (or part thereof)cause to be promptly remitted) such funds, and any monies, goods invoices or other benefits arising after correspondence to the Closing by virtue of it, as agent of and trustee for Seller and allow Buyer; or (y) the Seller Group from and after the Closing to have full enjoyment and use of such asset and Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Business is found to have been retained by Seller or any other member of the Seller Group in error, either directly or indirectly (including pursuant to Pre-Closing Reorganization), Seller shall (i) transfer, or shall cause the other members of the Seller Group to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability) as soon as practicable to Purchaser or an Affiliate of Purchaser (including a member of the Alkali Group) indicated by Purchaser and (ii) ensure that the member of the Seller Group shall where permitted by the terms on which such member 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 Purchaser and allow the Purchaser Group from and after the Closing to have full enjoyment and use of such asset and Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Purchaser Buyer or any of its Affiliates (includingaffiliates receive any payment, invoice or other correspondence from customers, suppliers or other contracting parties of the Seller, or otherwise related to the Excluded Assets or the Excluded Liabilities, after the Closing, the members of Buyer agrees to promptly remit (or cause to be promptly remitted) such funds, invoices or other correspondence to the Alkali Group) and the Seller Group shall retain such rights, properties and assetsSeller.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Business is found to have been transferred to Purchaser in error, either directly or indirectly (including pursuant to the Pre-Closing Reorganization)indirectly, Purchaser shall (i) transfer, or shall cause its Affiliates (including, after the Closing, the members of the Alkali Group) to transfer, at no cost to Seller or the other members of the Seller GroupSellers, such right, property or asset (and any related Liability) as soon as practicable to one or more members of the Seller Group Sellers as indicated by Seller the Company and (ii) ensure that the member of the Purchaser Group shall where permitted by the terms on which such member the Purchaser 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 Seller the Sellers and allow the Seller Group Sellers from and after the Closing to have full enjoyment and use of such asset and Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Business (other than any Excluded Asset) is found to have been retained by Seller or any other member of the Seller Group Sellers in error, either directly or indirectly (including pursuant to Pre-Closing Reorganization)indirectly, Seller the Company shall (i) transfer, or shall cause the other members of the Seller Group Sellers to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability) as soon as practicable to Purchaser or an Affiliate of Purchaser (including a member of the Alkali Group) indicated by Purchaser and (ii) ensure that the member of the applicable Seller Group shall where permitted by the terms on which such member Seller 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 Purchaser and allow the Purchaser Group from and after the Closing to have full enjoyment and use of such asset and Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Purchaser or any of its Affiliates (including, after the Closing, the members of the Alkali Group) and the Seller Group Sellers shall retain such rights, properties and assets.