Wrong Pocket. (a) Without prejudice to any other rights or remedies of the Purchaser or Vendor (as applicable), if or to the extent that the Vendor, Local Vendor, Purchaser or Local Purchaser becomes aware, within two (2) years following the Closing Date, that:
(i) any asset which (i) would constitute an Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would constitute an Excluded Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was transferred to the Purchaser Group on the applicable closing (a “Wrong Pocket Asset”); or
(ii) any liability which (i) would constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would not constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local Purchaser, as the case may be) or the Vendor (or Local Vendor, as the case may be) shall promptly upon becoming aware of such Wrong Pocket Asset or Wrong Pocket Liability give notice in writing of the same to the party which should hold such Wrong Pocket Asset or Wrong Pocket Liability under this Agreement or any Local Asset Purchase Agreement (the “Right Pocket”).
(b) If the Purchaser or Vendor (or Local Purchaser or Local Vendor, as the case may be) has given written notice pursuant to Section 4.4(a):
(i) the parties to this Agreement shall cause any member of their Group holding a Wrong Pocket Asset, as soon as practicable and so far as it is able pursuant to Applicable Law, to transfer such Wrong Pocket Asset to the Right Pocket for no additional consideration;
(ii) the parties to this Agreement shall cause the Right Pocket to assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration;
(iii) the parties to this Agreement shall provide such assistance as reasonably requested for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(ii); and
(iv) from the Time of Closing until the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in place, the parties shall cause any member of their Group holding a Wrong Pocket Asset to hold the relevant asset and the be...
Wrong Pocket. If at any time during the five (5)-year period after the Closing:
(a) The Sellers or any of their respective Affiliates receives (i) any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to the Buyer in accordance with the terms of this Agreement or (ii) any refund or other amount which is related to claims or other matters for which the Buyer is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to the Buyer in accordance with the terms of this Agreement, the Sellers promptly shall remit, or shall cause to be remitted, such amount to the Buyer at the address set forth in Section 14.11, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount; or
(b) The Buyer or any of its Affiliates receives (i) any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to the Sellers or any of their respective Affiliates in accordance with the terms of this Agreement, or (ii) any refund or other amount which is related to claims or other matters for which the Sellers are responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to the Sellers or any of their respective Affiliates in accordance with the terms of this Agreement, the Buyer promptly shall remit, or shall cause to be remitted, such amount to the Sellers at the address set forth in Section 14.11, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount.
(c) If at any time after the Closing, the Buyer or any of its Subsidiaries shall receive or otherwise possess any asset or liability that should belong to the Sellers or any of their Affiliates pursuant to this Agreement, Buyer shall, except to the extent the asset is not transferable as provided in Section 12.3(e) promptly notify and transfer, or cause to be transferred, such asset or liability to the Sellers or any of their Affiliates. If at any time after the Closing, the Sellers or any of their respective Affiliates shall receive or otherwise possess any asset or liability that should belong to Buyer or any of its Subsidiaries pursuant to this Agreement, the Sellers shall, except to the extent the asset is not transferable as provided in Section 12.3(e), promptly notify and transfer, or ca...
Wrong Pocket. If, within twelve (12) months following Completion, the Parties become aware that there are any Wrong Pocket Assets, then:
Wrong Pocket. In the event that after the Closing, Seller or any of its affiliates receives any payment related to any Purchased Asset, Seller agrees to use commercially reasonable efforts to remit any such payment within five (5) business days (or cause to be remitted within five (5) business days) such funds to Buyer, but in any event such funds shall be remitted to Buyer as soon as possible thereafter. In the event that Buyer or any of its affiliates receives any payment related to any Excluded Assets after the Closing, Buyer agrees to use commercially reasonable efforts to remit any such payment within five (5) business days (or cause to be remitted within five (5) business days) such funds to Seller, but in any event such funds shall be remitted to Seller as soon as possible thereafter.
Wrong Pocket. If any Party receives any payment after the Closing for any product or service sold by or on behalf of the other Parties or in satisfaction of any receivable or similar obligation that is a Sold Asset (in the case of Seller) or Excluded Asset (in the case of Buyers), then such Party will promptly remit such funds to the appropriate other Party. Nothing in this Section 9.09 will impose any duty or obligation of any of the Parties to collect any payments or amounts for the other Parties.
Wrong Pocket. If at any time after the Closing (a) Buyer or its designee holds any Excluded Assets or Excluded Liabilities or (b) either Seller or any of its Affiliates holds any Acquired Assets or Assumed Liabilities, Buyer or the applicable Seller will promptly transfer (or cause to be transferred) such assets or assume (or cause to be assumed) such Liabilities to or from (as the case may be) the other Party, without further consideration from the other Party. Prior to any such transfer, the Party receiving or possessing any such asset will hold it in trust for such other Party.
Wrong Pocket. Subject to Section 7.16(b), if, following the Closing, either the Buyer or the Seller discovers that it or any of its Subsidiaries possesses any right or other asset, or is liable for any liability that, in the case of the Seller, relates primarily to the business of the Company and its Subsidiaries or, in the case of the Buyer, relates primarily to the business of the Seller and its Affiliates (excluding the Company and its Subsidiaries), such Party shall, and shall cause its Subsidiaries to, transfer or cause to be transferred such right, asset or liability to such other Party or its Subsidiary, and such Party or its Subsidiary shall accept and assume any such right, asset or liability, as applicable, for no additional consideration other than as previously paid as provided in this Agreement. If, following the Closing, either the Buyer or the Seller or any of its Subsidiaries receives any payments due to another Party or a Subsidiary thereof in respect of the rights, assets or liabilities allocated to such other Party or Subsidiary thereof pursuant to this Agreement, then such first Party shall promptly remit (or cause to be promptly remitted), or deliver (or cause to be delivered), such payments to the appropriate Party or a Subsidiary thereof.
Wrong Pocket. 8.1 If, at any time following the BTA Closing Date, in respect of any Assets (including intangible Assets relating to the Hotel Business Undertaking, if any) that have not been transferred to the Transferee as on the BTA Closing Date, the Transferee is of the view that any such Asset forms part of the Hotel Business Undertaking and should have been transferred to the Transferee under the terms of this Agreement (“Transferee Transferable Asset”) and which is continued to be held by the Transferor after the BTA Closing Date, then:
8.1.1 The Transferee shall notify the Transferor in writing of such Transferee Transferable Asset, and the Transferor and the Transferee shall discuss in good faith with a view to determining whether or not such Transferee Transferable Asset should be transferred to the Transferee,
8.1.2 If the Transferor and Transferee mutually agree in writing that such Transferee Transferable Asset should be transferred to the Transferee, then the Transferor shall:
(a) transfer as soon as practicable and in any event not later than 7 (Seven) Business Days thereafter, such right, title or interest in the Transferee Transferable Asset to the Transferee for no additional consideration; provided that the Transferor shall incur costs and expenses in relation to the transfer of such Transferee Transferable Asset to the Transferee;
(b) do all such further acts and things and execute such documents as may be necessary to validly effect the transfer of and vest the Transferee Transferable Asset or the relevant right, title or interest therein, to or in the Transferee;
(c) hold such Transferee Transferable Asset, or relevant right, title or interest (including all monies, benefits and other consideration received in respect thereof) in the Transferee Transferable Asset, in trust for the Transferee until such time as the transfer is validly effected to vest the Transferee Transferable Asset or relevant interest in the Transferee Transferable Asset in the Transferee; and
(d) indemnify the Transferee for any Losses incurred by the Transferee in relation to or in connection with holding and transferring such Transferee Transferable Asset. It is clarified that where it has been agreed between the Parties that the right, title or interest in any such Transferee Transferable Asset should vest with the Transferor, none of the above shall be applicable.
8.2 If, at any time following the BTA Closing Date, in respect of any Assets that have been transferred to the T...
Wrong Pocket. (a) If the Seller Parties receive any payment (i) in respect of any Accounts Receivable included in the Acquired Assets or (ii) for any product or service sold by or on behalf of Purchaser after the Closing, the Seller Parties shall promptly remit such funds to the Purchaser.
(b) If the Purchaser receives any payment for any product or service sold by or on behalf of the Seller Parties after the Closing, the Purchaser shall promptly remit such funds to the Seller.
(c) In furtherance of the foregoing, if any party receives a payment from a third party that, pursuant to the terms hereof, should have been paid to the other party hereto, the party who receives the payment agrees to hold in trust and promptly remit such payment to the party entitled thereto. If either party receives a payment from a customer that cannot be identified to a specific invoice or obligation, the recipient shall, if reasonable under the circumstances, inquire of the customer as to the intended application thereof and, lacking a response, the payment shall be applied to the oldest outstanding undisputed invoice relating to the payor.
Wrong Pocket. 11.12.1. In the event that receivables due or to be due to the Company are received by the Seller or any of its Affiliates after the Closing Date, it shall forward such receivables to the Company. The Seller and Buyer shall agree upon a method reconciliation of claims on a periodic basis.
11.12.2. In the event that receivables due or to be due to the Seller or any of its Affiliates are received by the Company or any of its Affiliates after the Closing Date, it shall forward such receivables to the Seller. The Seller and Buyer shall agree upon a method reconciliation of claims on a periodic basis.
