Mistaken Assignments and Assumptions. If at anytime there exists (i) Assets that either party discovers were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG or retained by Vishay or (ii) Liabilities that either party discovers were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG or not assumed by VPG or retained by the Vishay Group, then the parties shall cooperate in good faith to effect the transfer or retransfer of misallocated Assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by Vishay. Each party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
Appears in 7 contracts
Samples: Master Separation and Distribution Agreement (Vishay Intertechnology Inc), Separation and Distribution Agreement (Vishay Precision Group, Inc.), Master Separation and Distribution Agreement (Vishay Precision Group, Inc.)
Mistaken Assignments and Assumptions. If at anytime In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there exists may exist (i) Assets that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG or retained by Vishay Palm or (ii) Liabilities that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG or not assumed by VPG or retained by the Vishay Group, then the Palm. The parties shall cooperate in good faith to effect the transfer or retransfer re-transfer of misallocated such Assets, and/or the assumption or reassumption re-assumption of misallocated such Liabilities, to or by the appropriate Person party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by VishayPalm. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
Appears in 3 contracts
Samples: General Assignment and Assumption Agreement (Palm Inc), General Assignment and Assumption Agreement (Palm Inc), General Assignment and Assumption Agreement (3com Corp)
Mistaken Assignments and Assumptions. If at anytime In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there exists may exist (i) Assets that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG Agilent or retained by Vishay HP or (ii) Liabilities that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG Agilent or not assumed by VPG or retained by the Vishay Group, then the Agilent. The parties shall cooperate in good faith to effect the transfer or retransfer re-transfer of misallocated such Assets, and/or the assumption or reassumption re- assumption of misallocated such Liabilities, to or by the appropriate Person party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by VishayAgilent. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
Appears in 2 contracts
Samples: General Assignment and Assumption Agreement (Agilent Technologies Inc), General Assignment and Assumption Agreement (Agilent Technologies Inc)
Mistaken Assignments and Assumptions. If at anytime any time there exists exist (i) Assets that either party any Party discovers were, contrary to the agreements between among the partiesParties, by mistake or unintentional or other omission, transferred to VPG Newco or retained by Vishay EchoStar or any member of the EchoStar Group or (ii) Liabilities that either party any Party discovers were, contrary to the agreements between among the partiesParties, by mistake or unintentional or other omission, assumed by VPG or not assumed by VPG Newco or retained by EchoStar or any member of the Vishay EchoStar Group, then the parties Parties shall cooperate in good faith to effect the transfer or retransfer of misallocated Assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties Parties with respect to the Assets to be transferred to or Liabilities to be assumed by VPG Newco or retained by VishayEchoStar or any member of the EchoStar Group. Each party Party shall reimburse the any other Party or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained herebypursuant to this Section 1.7.
Appears in 2 contracts
Samples: Master Transaction Agreement (Hughes Satellite Systems Corp), Master Transaction Agreement (EchoStar CORP)
Mistaken Assignments and Assumptions. If at anytime any time there exists exist (i) Assets that either party any Party discovers were, contrary to the agreements between among the partiesParties, by mistake or unintentional or other omission, transferred to VPG Newco or retained by Vishay EchoStar or any member of the EchoStar Group or (ii) Liabilities that either party any Party discovers were, contrary to the agreements between among the partiesParties, by mistake or unintentional or other omission, assumed by VPG or not assumed by VPG Newco or retained by EchoStar or any member of the Vishay EchoStar Group, then the parties Parties shall cooperate in good faith to effect the transfer or retransfer of misallocated Assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties Parties with respect to the Assets to be transferred to or Liabilities to be assumed by VPG Newco or retained by VishayEchoStar or any member of the EchoStar Group. Each party Party shall reimburse the any other Party or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained herebypursuant to this Section 1.7.
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Mistaken Assignments and Assumptions. If at anytime In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there exists may exist (i) Assets that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG Coach or retained by Vishay Xxxx Xxx or (ii) Liabilities that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG Coach or not assumed by VPG or retained by the Vishay Group, then the Coach. The parties shall cooperate in good faith to effect the transfer or retransfer re-transfer of misallocated such Assets, and/or the assumption or reassumption re-assumption of misallocated such Liabilities, to or by the appropriate Person party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by VishayCoach. Each party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
Appears in 1 contract
Samples: General Assignment and Assumption Agreement (Coach Inc)
Mistaken Assignments and Assumptions. If at anytime In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there exists may exist (i) Assets that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG Semiconductor or retained by Vishay C-Cube or (ii) Liabilities that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG Semiconductor or not assumed by VPG or retained by the Vishay Group, then the Semiconductor. The parties shall cooperate in good faith to effect the transfer or retransfer re-transfer of misallocated such Assets, and/or the assumption or reassumption re-assumption of misallocated such Liabilities, to or by the appropriate Person party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by VishaySemiconductor. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
Appears in 1 contract
Samples: General Assignment and Assumption Agreement (C Cube Semiconductor Inc)
Mistaken Assignments and Assumptions. If at anytime In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect on or prior to the Separation Date, there exists may exist (i) Assets that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG HBI or retained by Vishay Sxxx Xxx or (ii) Liabilities that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG HBI or not assumed by VPG or retained by the Vishay Group, then the HBI. The parties shall cooperate in good faith to effect the transfer or retransfer re-transfer of misallocated mis-allocated Assets, and/or the assumption or reassumption re-assumption of misallocated mis-allocated Liabilities, to or by the appropriate Person party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by VishayHBI. Each party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
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Mistaken Assignments and Assumptions. If at anytime In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect on or prior to the Separation Date, there exists may exist (i) Assets that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG HBI or retained by Vishay Xxxx Xxx or (ii) Liabilities that either party discovers the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG HBI or not assumed by VPG or retained by the Vishay Group, then the HBI. The parties shall cooperate in good faith to effect the transfer or retransfer re-transfer of misallocated mis-allocated Assets, and/or the assumption or reassumption re-assumption of misallocated mis-allocated Liabilities, to or by the appropriate Person party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by VishayHBI. Each party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
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Mistaken Assignments and Assumptions. If at anytime there exists (i) Assets that either party hereto discovers were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG the Company or retained by Vishay ECC or (ii) Liabilities that either party hereto discovers were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG the Company or not assumed by VPG the Company or retained by the Vishay ECC Group, then the parties hereto shall cooperate in good faith to effect the transfer or retransfer of misallocated Assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by VPG the Company or retained by VishayECC. Each party hereto shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
Appears in 1 contract