Common use of Misallocations Clause in Contracts

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in the event that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise possess any Asset that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Asset to the Party so entitled thereto or such Party’s Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such Asset; provided that, the terms of this Section 2.13(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreement. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in the event that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Liability to the Party so entitled thereto or such Party’s Subsidiary or designee, and such Party or such Party’s Subsidiary or designee shall accept, assume and agree faithfully to perform such Liability; provided that, the terms of this Section 2.13(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreement.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of its Subsidiaries such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary AgreementAgreement (including, for the first avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization), such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Subsidiary or designee Group), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept such Asset; provided that. Prior to any such transfer, the terms of this Section 2.13(c) are not intended to limit Person receiving or otherwise modify possessing such Asset shall hold such Asset in trust for any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementsuch other Person. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of its Subsidiaries such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement, the first such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Liability to the Party so entitled thereto responsible therefor (or to any member of such Party’s Subsidiary or designeeGroup), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept, assume and agree to faithfully to perform such Liability; provided that. For the avoidance of doubt, in the terms event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of this Section 2.13(csuch Party’s respective Group) are not intended shall make a payment in respect of any Liability that the Parties agree is allocated to limit the other Party (or otherwise modify in any way the Parties’ rights and obligations under member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the Tax Sharing Agreementfirst Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of its Subsidiaries such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Subsidiary or designee Group), and such Party (or such other member of such Party’s Subsidiary or designee Group) so entitled thereto shall accept ownership of such Misallocated Asset; provided that. Prior to any such transfer, the terms of this Section 2.13(c) are not intended to limit Person receiving or otherwise modify possessing such Misallocated Asset shall hold such Misallocated Asset in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementtrust for such other Person. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of its Subsidiaries such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any Subsidiary other member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement, Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”), such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Misallocated Liability to the Party so entitled thereto responsible therefor (or to any other member of such Party’s Subsidiary or designeeGroup), and such Party (or such other member of such Party’s Subsidiary or designee Group) responsible therefor shall accept, assume and agree to faithfully to perform such Misallocated Liability; provided that, the terms . Status as a Delayed Transferred SpinCo Asset or Delayed Transferred Parent Asset shall not cause such Asset to be considered a Misallocated Asset. The provisions of this Section 2.13(c2.1(c) are not intended shall only apply to limit or otherwise modify in any way Post-Separation Transferred Assets and Liabilities following the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementapplicable Post-Separation Effective Times.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Baxalta Local Business under Section 2.03, a Delayed AbbVie Baxalta Asset or Delayed AbbVie Baxalta Liability under Section 2.04 or a Delayed Abbott Baxter Asset or Delayed Abbott Baxter Liability under Section 2.05, in the event that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise possess any Asset that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Asset to the Party so entitled thereto or such Party’s Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such Asset; provided that, the terms of this Section 2.13(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Matters Agreement. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Baxalta Local Business under Section 2.03, a Delayed AbbVie Baxalta Asset or Delayed AbbVie Baxalta Liability under Section 2.04 or a Delayed Abbott Baxter Asset or Delayed Abbott Baxter Liability under Section 2.05, in the event that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Liability to the Party so entitled thereto or such Party’s Subsidiary or designee, and such Party or such Party’s Subsidiary or designee shall accept, assume and agree faithfully to perform such Liability; provided that, the terms of this Section 2.13(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Matters Agreement.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of its Subsidiaries such Party’s respective Group) shall receive or otherwise possess any Asset that is or should have been allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement, the first such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Subsidiary or designee Group), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept such Asset; provided that. Prior to any such transfer, the terms of this Section 2.13(c) are not intended to limit Person receiving or otherwise modify possessing such Asset shall hold such Asset in trust for any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementsuch other Person. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of its Subsidiaries such Party’s Group) shall receive or otherwise assume any Liability that is or should have been allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement, the first such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Liability to the Party so entitled thereto responsible therefor (or to any member of such Party’s Subsidiary or designeeGroup), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept, assume and agree to faithfully to perform such Liability; provided that. For the avoidance of doubt, in the terms event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of this Section 2.13(csuch Party’s respective Group) are not intended shall make a payment in respect of any Liability that the Parties agree is allocated to limit or otherwise modify in any way the Parties’ rights and obligations under other Party pursuant to this Agreement or otherwise, such other Party shall reimburse the Tax Sharing Agreementfirst Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Organon Local Business under Section 2.03, a Delayed AbbVie Organon Asset or Delayed AbbVie Organon Liability under Section 2.04 or a Delayed Abbott Merck Asset or Delayed Abbott Merck Liability under Section 2.05, in the event that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise possess possess, or become aware of a third party’s possession of, any Asset that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary AgreementTransaction Document, the first Party shall use its commercially reasonable efforts to promptly transfer, or cause its Subsidiary or instruct such third party to transfer, such Asset to the Party so entitled thereto or such Party’s Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such Asset; provided that, the terms of this Section 2.13(c2.14(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementany Transaction Document. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Organon Local Business under Section 2.03, a Delayed AbbVie Organon Asset or Delayed AbbVie Organon Liability under Section 2.04 or a Delayed Abbott Merck Asset or Delayed Abbott Merck Liability under Section 2.05, in the event that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary AgreementTransaction Document, the first Party shall use its commercially reasonable efforts to promptly transfer, or cause its Subsidiary to transfer, such Liability to the Party so entitled thereto or such Party’s Subsidiary or designee, and such Party or such Party’s Subsidiary or designee shall accept, assume and agree faithfully to perform such Liability; provided that, the terms of this Section 2.13(c2.14(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or any Transaction Document. The Parties also agree that, if a Party or any of its Subsidiaries possesses any Asset or Liability that is allocated to the Tax Sharing Agreementother Party or any Subsidiary of such other Party pursuant to this Agreement or any Transaction Document, such Asset or Liability shall nonetheless be treated as an Asset or Liability of the Party to which it is allocated.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of its Subsidiaries such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary AgreementAgreement (including, for the first avoidance of doubt, any cash amount required to be contributed by one Party to the other in accordance with the Plan of Reorganization), such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Subsidiary or designee Group), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept such Asset; provided that. Prior to any such transfer, the terms of this Section 2.13(c) are not intended to limit Person receiving or otherwise modify possessing such Asset shall hold such Asset in trust for any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementsuch other Person. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of its Subsidiaries such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement, the first such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Liability to the Party so entitled thereto responsible therefor (or to any member of such Party’s Subsidiary or designeeGroup), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept, assume and agree to faithfully to perform such Liability; provided that. For the avoidance of doubt, in the terms event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of this Section 2.13(csuch Party’s respective Group) are not intended shall make a payment in respect of any Liability that the Parties agree is allocated to limit or otherwise modify in any way the Parties’ rights and obligations under other Party pursuant to this Agreement or otherwise, such other Party shall reimburse the Tax Sharing Agreementfirst Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any member of its Subsidiaries such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement, the first such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Subsidiary or designee Group), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept such Asset; provided that. Prior to any such transfer, the terms of this Section 2.13(c) are not intended to limit Person receiving or otherwise modify possessing such Asset shall hold such Asset in trust for any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementsuch other Person. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in In the event that, that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any member of its Subsidiaries such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any Subsidiary member of such other Party Party’s Group) pursuant to this Agreement or any Ancillary Agreement, the first such Party shall promptly transfer, or cause its Subsidiary to transferbe transferred, such Liability to the Party so entitled thereto responsible therefor (or to any member of such Party’s Subsidiary or designeeGroup), and such Party (or member of such Party’s Subsidiary or designee Group) shall accept, assume and agree to faithfully to perform such Liability; provided that. For the avoidance of doubt, in the terms event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any member of this Section 2.13(csuch Party’s respective Group) are not intended shall make a payment in respect of any Liability that the Parties agree is allocated to limit the other Party (or otherwise modify in any way the Parties’ rights and obligations under member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the Tax Sharing first Party for the amount so paid as promptly as is reasonably practicable. To the extent that any Party receives any mail or packages addressed to another Party and such mail is not relating solely to the Assets or Liabilities transferred to such Party pursuant to this Agreement, such Party shall promptly deliver such mail or packages to such other Party.