Common use of Return of Assets; Transfer of Purchased Assets Clause in Contracts

Return of Assets; Transfer of Purchased Assets. (a) If, at any time after the Closing, any asset held by Purchaser or any of its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) is ultimately determined to be an Excluded Asset or an asset of the Purchaser Parent Retained Business, or Purchaser or any of its Subsidiaries is found subject to a Retained Liability, or Purchaser or any of its Subsidiaries is found subject to a Purchaser Parent Retained Liability, within thirty (30) days of such determination (i) Purchaser shall return or transfer and convey (without further consideration) to Seller Parent or the appropriate Affiliate of Seller Parent such Excluded Asset or Retained Liability, or to Purchaser Parent or the appropriate Affiliate of Purchaser Parent (other than Purchaser and its Subsidiaries) such asset of the Purchaser Parent Retained Business or such Purchaser Parent Retained Liability, as applicable; (ii) Seller Parent shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Retained Liability, or Purchaser Parent shall assume (without further consideration) such Purchaser Parent Retained Liability; and (iii) Seller Parent or Purchaser Parent, as applicable, and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts, in each case consistent with the terms of this Agreement and the Ancillary Agreements, as are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Retained Liability back to Seller Parent or its appropriate Affiliate or such asset of the Purchaser Parent Retained Business or Purchaser Parent Retained Liability back to Purchaser Parent, as applicable, in 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 furtherance of the foregoing, Purchaser and its Affiliates shall, and shall cause the Conveyed Subsidiaries and their Subsidiaries to, promptly pay or deliver (1) to Seller Parent (or its designee) any monies or checks which have been sent to Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to the extent they are not due to the Business and which should have been sent to Seller Parent or one of its Affiliates (including promptly forwarding invoices or similar documentation to Seller Parent) or (2) to Purchaser Parent (or its designee other than Purchaser and its Subsidiaries) any monies or checks which have been sent to Purchaser or any of its Subsidiaries to the extent they are not due to the Purchaser Business and which should have been sent to Purchaser Parent or one of its Affiliates (other than Purchaser and its Subsidiaries) (including promptly forwarding invoices or similar documentation to Purchaser Parent). (b) Subject to Sections 2.1 and 2.2, if, at any time after the Closing, any asset held by Seller Parent or its Affiliates is ultimately determined to be a Purchased Asset or Seller Parent or any of its Affiliates is found to be subject to an Assumed Liability, within thirty (30) days of such determination, (i) Seller Parent shall return or transfer and convey (without further consideration) to Purchaser such Purchased Asset or Assumed Liability; (ii) Purchaser shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Assumed Liability; and (iii) Seller Parent and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts, in each case consistent with the terms of this Agreement and the Ancillary Agreements, as are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability back to Purchaser, in 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 furtherance of the foregoing, Seller Parent shall promptly pay or deliver to Purchaser (or its designee) any monies or checks which have been sent to Seller Parent or any of its Affiliates to the extent they are due to the Business and which should have been sent to Purchaser or one of its Affiliates (including promptly forwarding invoices or similar documentation to Purchaser). (c) If any asset, property or right held by Purchaser Parent or any of its Affiliates (other than Purchaser or its Subsidiaries) is determined to be an asset of the Purchaser Business or Purchaser Parent or any of its Affiliates (other than Purchaser and its Subsidiaries) is found subject to a Purchaser Liability, within thirty (30) days of such determination (i) Purchaser Parent shall (or shall cause its Affiliate to) transfer and convey (without consideration) to Purchaser or its appropriate Subsidiary such asset, property or right or Purchaser Liability; (ii) Purchaser shall, or shall cause its appropriate Subsidiary to, assume (without consideration) such Purchaser Liability; and (iii) Purchaser Parent and Purchaser shall, and shall cause their appropriate Subsidiaries to, in each case consistent with the terms of this Agreement and the Ancillary Agreements, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect such transfer of such asset, property or right or Purchaser Liability back to Purchaser or its appropriate Subsidiary, in 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 furtherance of the foregoing, Purchaser Parent and its Affiliates (other than Purchaser or its Subsidiaries) shall promptly pay or deliver to Purchaser (or its designee) any monies or checks which have been sent to Purchaser Parent or any of its Affiliates to the extent they are due to the Business or the Purchaser Business and which should have been sent to Purchaser or one of its Subsidiaries (including promptly forwarding invoices or similar documentation to Purchaser).

Return of Assets; Transfer of Purchased Assets. (a) a. If, at any time after the Closing, any asset held acquired by Purchaser or any of its Subsidiaries Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) hereunder is ultimately determined to be an Excluded Asset or an asset of the Purchaser Parent Retained Business, or Purchaser or any of its Subsidiaries Affiliates is found subject to a Retained Liability, or Purchaser or any of its Subsidiaries is found subject to a Purchaser Parent Retained Liability, within thirty (30) days of such determination (i) Purchaser shall return or transfer and convey (without further consideration) to Seller Parent or the appropriate Affiliate of Seller Parent such Excluded Asset or Retained Liability, or to Purchaser Parent or the appropriate Affiliate of Purchaser Parent (other than Purchaser and its Subsidiaries) such asset of the Purchaser Parent Retained Business or such Purchaser Parent Retained Liability, as applicable; (ii) Seller Parent shall, or shall cause its appropriate Affiliate to, to assume (without further consideration) any Liabilities associated with such Excluded Assets or Retained Liability, or Purchaser Parent shall assume (without further consideration) such Purchaser Parent Retained LiabilityLiabilities; and (iii) Seller Parent or Purchaser Parent, as applicable, and Purchaser shall, and shall cause their its appropriate Affiliates Affiliate to, execute such documents or instruments of conveyance or assumption and take such further acts, in each case consistent with the terms of this Agreement and the Ancillary Agreements, as acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Retained Liability back to such Affiliate of Seller Parent or its appropriate Affiliate or such asset of the Purchaser Parent Retained Business or Purchaser Parent Retained Liability back to Purchaser Parent, as applicable, in 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 furtherance of the foregoing, Purchaser and or its Affiliates shall, and Affiliate shall cause the Conveyed Subsidiaries and their Subsidiaries to, to promptly pay or deliver (1) to Seller Parent (or its designee) any monies or checks which have been sent to Purchaser or any of its Affiliates (including the a Conveyed Subsidiaries and their Subsidiaries) Subsidiary to the extent they are not due to the Business and which should have been sent to Seller Parent or one of its Affiliates (including promptly forwarding invoices or similar documentation to Seller Parent) or (2) to Purchaser Parent (or its designee other than Purchaser and its Subsidiaries) any monies the Conveyed Subsidiaries or checks which have been sent to Purchaser or any of its Subsidiaries to the extent they are not due to the Purchaser Business and which should have been sent to Purchaser Parent or one of its Affiliates (other than Purchaser and its their Subsidiaries) (including promptly forwarding invoices or similar documentation to Purchaser Seller Parent). In the case of any asset that is ultimately determined to be a Purchased Asset but is required for the Retained Businesses, then the Parties shall use commercially reasonable efforts to ensure that Seller Parent and its Subsidiaries are granted access or rights to such assets to the extent required for the Retained Businesses. (b) b. Subject to Sections 2.1 2.2 and 2.22.3, if, at any time after the Closing, any asset held by Seller Parent or its Affiliates Subsidiaries is ultimately determined to be a Purchased Asset or Seller Parent or any of its Affiliates Subsidiaries is found to be subject to an Assumed Liability, within thirty (30) days of such determination, (i) Seller Parent shall return or transfer and convey (without further consideration) to the appropriate Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designated Affiliate such Purchased Asset or Assumed Liability; (ii) Purchaser shall, or shall cause its the appropriate Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designated Affiliate to, to assume (without further consideration) any Liabilities associated with such Purchased Assets or Assumed LiabilityLiabilities; and (iii) Seller Parent and Purchaser shall, and shall cause their the appropriate Affiliates to, Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designated Affiliate to execute such documents or instruments of conveyance or assumption and take such further acts, in each case consistent with the terms of this Agreement and the Ancillary Agreements, as acts which are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability back to Purchaserthe Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designated Affiliate, in 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 furtherance of the foregoing, Seller Parent shall promptly pay or deliver to Purchaser the Conveyed Subsidiary (or its designeeSubsidiary thereof) or Purchaser Designated Affiliate (or any designee of the foregoing) any monies or checks which have been sent to Seller Parent or any of its Affiliates to Subsidiaries by customers, suppliers or other contracting parties of the extent they are due to Business in respect of the Business and which should have been sent to Purchaser or one of its Affiliates the Conveyed Subsidiaries (or a Subsidiary thereof) or a Purchaser Designated Affiliate (including promptly forwarding invoices or similar documentation to Purchaserthe appropriate Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designated Affiliate). (c) If . In the case of any asset, property or right held by Purchaser Parent or any of its Affiliates (other than Purchaser or its Subsidiaries) asset that is ultimately determined to be an asset of Excluded Asset but is required for the Purchaser Business or Purchaser Parent or any of its Affiliates (other than Business, then the Parties shall use commercially reasonable efforts to ensure that Purchaser and its Subsidiaries) is found subject Subsidiaries are granted access or rights to a Purchaser Liability, within thirty (30) days of such determination (i) Purchaser Parent shall (or shall cause its Affiliate to) transfer and convey (without consideration) to Purchaser or its appropriate Subsidiary such asset, property or right or Purchaser Liability; (ii) Purchaser shall, or shall cause its appropriate Subsidiary to, assume (without consideration) such Purchaser Liability; and (iii) Purchaser Parent and Purchaser shall, and shall cause their appropriate Subsidiaries to, in each case consistent with the terms of this Agreement and the Ancillary Agreements, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect such transfer of such asset, property or right or Purchaser Liability back to Purchaser or its appropriate Subsidiary, in 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 furtherance of the foregoing, Purchaser Parent and its Affiliates (other than Purchaser or its Subsidiaries) shall promptly pay or deliver to Purchaser (or its designee) any monies or checks which have been sent to Purchaser Parent or any of its Affiliates assets to the extent they are due to required for the Business or the Purchaser Business and which should have been sent to Purchaser or one of its Subsidiaries (including promptly forwarding invoices or similar documentation to Purchaser)Business.

Return of Assets; Transfer of Purchased Assets. (a) If, at any time after the Closing, any asset held acquired by Purchaser or any of its Subsidiaries Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) hereunder is ultimately determined to be an Excluded Asset or an asset of the Purchaser Parent Retained Business, or Purchaser or any of its Subsidiaries Affiliates is found subject to a Retained Liability, or Purchaser or any of its Subsidiaries is found subject to a Purchaser Parent Retained Liability, within thirty (30) days of such determination (i) Purchaser shall return or transfer and convey (without further consideration) to Seller Parent or the appropriate Affiliate of Seller Parent such Excluded Asset or Retained Liability, or to Purchaser Parent or the appropriate Affiliate of Purchaser Parent (other than Purchaser and its Subsidiaries) such asset of the Purchaser Parent Retained Business or such Purchaser Parent Retained Liability, as applicable; (ii) Seller Parent shall, or shall cause its appropriate Affiliate to, to assume (without further consideration) any Liabilities associated with such Excluded Assets or Retained Liability, or Purchaser Parent shall assume (without further consideration) such Purchaser Parent Retained LiabilityLiabilities; and (iii) Seller Parent or Purchaser Parent, as applicable, and Purchaser shall, and shall cause their its appropriate Affiliates Affiliate to, execute such documents or instruments of conveyance or assumption and take such further acts, in each case consistent with the terms of this Agreement and the Ancillary Agreements, as acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Retained Liability back to such Affiliate of Seller Parent or its appropriate Affiliate or such asset of the Purchaser Parent Retained Business or Purchaser Parent Retained Liability back to Purchaser Parent, as applicable, in 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 furtherance of the foregoing, Purchaser and or its Affiliates shall, and Affiliate shall cause the Conveyed Subsidiaries and their Subsidiaries to, to promptly pay or deliver (1) to Seller Parent (or its designee) any monies or checks which have been sent to Purchaser or any of its Affiliates (including the a Conveyed Subsidiaries and their Subsidiaries) Subsidiary to the extent they are not due to the Business and which should have been sent to Seller Parent or one of its Affiliates (including promptly forwarding invoices or similar documentation to Seller Parent) or (2) to Purchaser Parent (or its designee other than Purchaser and its Subsidiaries) any monies the Conveyed Subsidiaries or checks which have been sent to Purchaser or any of its Subsidiaries to the extent they are not due to the Purchaser Business and which should have been sent to Purchaser Parent or one of its Affiliates (other than Purchaser and its their Subsidiaries) (including promptly forwarding invoices or similar documentation to Purchaser Seller Parent). In the case of any asset that is ultimately determined to be a Purchased Asset but is required for the Retained Businesses, then the Parties shall use commercially reasonable efforts to ensure that Seller Parent and its Subsidiaries are granted access or rights to such assets to the extent required for the Retained Businesses. (b) Subject to Sections 2.1 2.2 and 2.22.3, if, at any time after the Closing, any asset held by Seller Parent or its Affiliates Subsidiaries is ultimately determined to be a Purchased Asset or Seller Parent or any of its Affiliates Subsidiaries is found to be subject to an Assumed Liability, within thirty (30) days of such determination, (i) Seller Parent shall return or transfer and convey (without further consideration) to the appropriate Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designee such Purchased Asset or Assumed Liability; (ii) Purchaser shall, or shall cause its the appropriate Affiliate to, Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designee to assume (without further consideration) any Liabilities associated with such Purchased Assets or Assumed LiabilityLiabilities; and (iii) Seller Parent and Purchaser shall, and shall cause their the appropriate Affiliates to, Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designee to execute such documents or instruments of conveyance or assumption and take such further acts, in each case consistent with the terms of this Agreement and the Ancillary Agreements, as acts which are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability back to Purchaserthe Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designee, in 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 furtherance of the foregoing, Seller Parent shall promptly pay or deliver to Purchaser the Conveyed Subsidiary (or its designeeSubsidiary thereof) or Purchaser Designee (or any designee of the foregoing) any monies or checks which have been sent to Seller Parent or any of its Affiliates to Subsidiaries by customers, suppliers or other contracting parties of the extent they are due to Business in respect of the Business and which should have been sent to Purchaser or one of its Affiliates the Conveyed Subsidiaries (or a Subsidiary thereof) or a Purchaser Designee (including promptly forwarding invoices or similar documentation to Purchaserthe appropriate Conveyed Subsidiary (or Subsidiary thereof) or Purchaser Designee). (c) If . In the case of any asset, property or right held by Purchaser Parent or any of its Affiliates (other than Purchaser or its Subsidiaries) asset that is ultimately determined to be an asset of Excluded Asset but is required for the Purchaser Business or Purchaser Parent or any of its Affiliates (other than Business, then the Parties shall use commercially reasonable efforts to ensure that Purchaser and its Subsidiaries) is found subject Subsidiaries are granted access or rights to a Purchaser Liability, within thirty (30) days of such determination (i) Purchaser Parent shall (or shall cause its Affiliate to) transfer and convey (without consideration) to Purchaser or its appropriate Subsidiary such asset, property or right or Purchaser Liability; (ii) Purchaser shall, or shall cause its appropriate Subsidiary to, assume (without consideration) such Purchaser Liability; and (iii) Purchaser Parent and Purchaser shall, and shall cause their appropriate Subsidiaries to, in each case consistent with the terms of this Agreement and the Ancillary Agreements, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect such transfer of such asset, property or right or Purchaser Liability back to Purchaser or its appropriate Subsidiary, in 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 furtherance of the foregoing, Purchaser Parent and its Affiliates (other than Purchaser or its Subsidiaries) shall promptly pay or deliver to Purchaser (or its designee) any monies or checks which have been sent to Purchaser Parent or any of its Affiliates assets to the extent they are due to required for the Business or the Purchaser Business and which should have been sent to Purchaser or one of its Subsidiaries (including promptly forwarding invoices or similar documentation to Purchaser)Business.

Return of Assets; Transfer of Purchased Assets. (a) If, at In the event that any time after the Closing, any asset held Excluded Asset or Excluded Liability is discovered by Purchaser or any of its Subsidiaries (including Affiliates or identified to Purchaser in writing by Seller at any time after the Conveyed Subsidiaries and their Subsidiaries) is ultimately determined to be an Excluded Asset Closing Date, possession or an asset ownership of the Purchaser Parent Retained Businesswhich or responsibility for which previously has been transferred to, or assumed by, Purchaser or any of its Subsidiaries is found subject to a Retained Liability, or Purchaser or any of its Subsidiaries is found subject to a Purchaser Parent Retained Liability, within thirty (30) days of such determination Affiliates in connection with the Transactions (i) Purchaser shall return or transfer and convey or assign (without further consideration) to Seller Parent or the appropriate Affiliate of Seller Parent Entity, and Seller shall cause such Seller Entity to accept or assume, as applicable, such Excluded Asset or Retained Excluded Liability, or to Purchaser Parent or the appropriate Affiliate of Purchaser Parent (other than Purchaser and its Subsidiaries) such asset of the Purchaser Parent Retained Business or such Purchaser Parent Retained Liability, as applicable; (ii) Seller Parent shall, or shall cause its the appropriate Affiliate to, Seller Entity to assume (without further consideration) any Liabilities associated with such Retained Liability, Excluded Assets or Purchaser Parent shall assume (without further consideration) such Purchaser Parent Retained LiabilityExcluded Liabilities; and (iii) Seller Parent or Purchaser Parent, as applicable, and Purchaser shall, and Seller shall cause their the appropriate Affiliates Seller Entity to, execute such documents or instruments of conveyance or assumption and take such further acts, in each case consistent with the terms of this Agreement and the Ancillary Agreements, as acts which are reasonably necessary or desirable to effect the transfer or assignment of such Excluded Asset or Retained Excluded Liability back to Seller Parent or its appropriate Affiliate or such asset of the Purchaser Parent Retained Business or Purchaser Parent Retained Liability back to Purchaser Parent, as applicable, in 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 furtherance of the foregoing, Purchaser and its Affiliates shall, and shall cause the Conveyed Subsidiaries and their Subsidiaries to, promptly pay or deliver (1) to assumption of such Excluded Liability by, such Seller Parent (or its designee) any monies or checks which have been sent to Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to the extent they are not due to the Business and which should have been sent to Seller Parent or one of its Affiliates (including promptly forwarding invoices or similar documentation to Seller Parent) or (2) to Purchaser Parent (or its designee other than Purchaser and its Subsidiaries) any monies or checks which have been sent to Purchaser or any of its Subsidiaries to the extent they are not due to the Purchaser Business and which should have been sent to Purchaser Parent or one of its Affiliates (other than Purchaser and its Subsidiaries) (including promptly forwarding invoices or similar documentation to Purchaser Parent)Entity. (b) Subject In the event that any Purchased Asset or Assumed Liability is discovered by the Seller Entities or any of their Affiliates or identified to Sections 2.1 and 2.2, if, Seller in writing by Purchaser at any time after the ClosingClosing Date, any asset held by Seller Parent possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates is ultimately determined at such time, the Seller Entities shall promptly take such steps as may be required to transfer or assign, or cause to be a transferred or assigned, such Purchased Asset Assets or Seller Parent or any of its Affiliates is found Assumed Liabilities to be Purchaser, subject to an Assumed Liability, within thirty (30) days of such determination, (i) Seller Parent shall return or transfer Section 1.3 and convey (without further consideration) to Purchaser such Purchased Asset or Assumed Liability; (ii) Purchaser shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Assumed Liability; and (iii) Seller Parent and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts, otherwise in each case consistent accordance with the terms of this Agreement and the Ancillary AgreementsAgreement, as are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability back to Purchaser, in 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 furtherance of the foregoing, Seller Parent shall promptly pay or deliver to Purchaser (or its designee) any monies or checks which have been sent to Seller Parent or any of its Affiliates to the extent they are due to the Business and which should have been sent to Purchaser or one of its Affiliates (including promptly forwarding invoices or similar documentation to Purchaser). (c) If any asset, property or right held by Purchaser Parent or any of its Affiliates (other than Purchaser or its Subsidiaries) is determined to be an asset of the Purchaser Business or Purchaser Parent or any of its Affiliates (other than Purchaser and its Subsidiaries) is found subject to a Purchaser Liability, within thirty (30) days of such determination (i) Purchaser Parent shall (or shall cause its Affiliate to) transfer and convey (without consideration) at no additional charge to Purchaser or its appropriate Subsidiary such asset, property or right or Purchaser Liability; (ii) Purchaser shall, or shall cause its appropriate Subsidiary to, assume (without consideration) such Purchaser Liability; and (iii) Purchaser Parent and Purchaser shallAffiliates, and shall cause their appropriate Subsidiaries to, in each case consistent with the terms of this Agreement and the Ancillary Agreements, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect such transfer of such asset, property or right or Purchaser Liability back to Purchaser or its appropriate SubsidiaryAffiliates shall accept such Purchased Assets or assume such Assumed Liabilities, in each as the 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 furtherance of the foregoing, Purchaser Parent and its Affiliates (other than Purchaser or its Subsidiaries) shall promptly pay or deliver to Purchaser (or its designee) any monies or checks which have been sent to Purchaser Parent or any of its Affiliates to the extent they are due to the Business or the Purchaser Business and which should have been sent to Purchaser or one of its Subsidiaries (including promptly forwarding invoices or similar documentation to Purchaser)may be.