Wrong Pocket Assets. If at any time or from time to time after the Closing Date, Seller, Synovus, or Capital One, as the case may be, shall receive or otherwise possess any asset (including cash) that should belong to another Person pursuant to this Agreement, such Person shall promptly transfer, or cause to be transferred, such asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such asset shall hold such asset in trust for such other Person.
Wrong Pocket Assets. (a) Subject to Section 2.5, if any Acquired Asset remains vested in any Seller or any of their respective Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset as soon as reasonably practicable to Buyer or its designee for no additional consideration (it being acknowledged and agreed that Buyer shall have already paid good consideration for all Acquired Assets by paying the Purchase Price). Seller Parent shall notify Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Assets in its possession or control or that of any Affiliate of any Seller.
(b) If any Excluded Asset is vested in Buyer or any of its Affiliates following Closing, Buyer shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to Seller Parent or its designee for no consideration (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset). Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or control.
(c) If during the period beginning on the date hereof and extending through the end of the Service Period (as defined in the Transition Services Agreement) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting the Business prior to Closing (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset in this Agreement, then Buyer may request Seller Parent in writing to transfer such Additional Asset, as applicable under this Section 9.6(c), to Buyer (and/or one or more of its designated Subsidiaries) in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration (other than in the case of Inventory, for which Buyer shall pay to Seller Parent an amount equal to the original cost to Sellers thereof). As soon as reasonably practicable after receipt by Seller Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good fai...
Wrong Pocket Assets. (a) If any Acquired Assets remains vested in any Seller or any of their respective Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset as soon as reasonably practicable to the Buyer Parent or its designee for no consideration (it being acknowledged and agreed that the Buyer shall have already paid good consideration for all Acquired Assets by paying the Global Purchase Price). The Seller shall notify the Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Assets in its possession or control or that of any Affiliate of any Seller.
(b) If any Excluded Asset is vested in the Buyer Parent or any of its Affiliates following Closing, Buyer Parent shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to the Seller Parent or its designee for no consideration (it being acknowledged and agreed that the parties have not agreed to sell such Excluded Asset). Buyer Parent shall notify the Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or control or that of any member of the Buyer Group.
Wrong Pocket Assets. If at any time or from time to time after the Closing Date, a Seller any of its Affiliates, on the one hand, or Purchaser or any of its Affiliates, on the other, shall receive or otherwise possess any asset (including cash) that should belong to Purchaser or its Affiliates, on the one hand, or Seller or its Affiliates, on the other, pursuant to this Agreement, such Person shall promptly transfer, or cause to be transferred, such asset to the Person so entitled thereto. Prior to any such transfer in accordance with this Section 6.17, the Person receiving or possessing such asset shall hold such asset in trust for such other Person.
Wrong Pocket Assets. (a) If at any time, or from time to time after the Closing, Seller Parent or any of its controlled Affiliates, including the Seller, on the one hand, or the Buyer or any of its controlled Affiliates, on the other hand, shall receive or otherwise possess any asset or right (including cash) that should belong to the Buyer, on the one hand, or the Seller or any of its Affiliates, on the other, pursuant to this Agreement, the Seller or the Buyer (as the case may be) shall promptly transfer, or cause to be transferred, such asset or right to the Person so entitled thereto. Prior to any such transfer in accordance with this Section 1.9, the Person receiving or possessing such asset shall hold such asset in trust for such other Person. Without limitation of the foregoing, in the event Seller Parent or any of its controlled Affiliates receives any payment in respect of any Transferred Asset or Buyer or any of its controlled Affiliates receives any payment in respect of an Excluded Asset, the Seller or the Buyer (as applicable) shall promptly deliver such payment to an account designated in writing by the Buyer or the Seller (as applicable) by wire transfer of immediately available funds.
(b) Notwithstanding anything in this Agreement to the contrary, with respect to any purchase orders that are outstanding as of immediately prior to the Closing that are exclusively or primarily used or held for use in connection with, or are exclusively or primarily related to, the MRT Program, even if such purchase orders are issued under a Contract that is not included in the Transferred Assets (collectively, the “Specified Purchase Orders”), the parties agree that the Buyer shall be responsible for all Liabilities under the Specified Purchase Orders (excluding, for the avoidance of doubt, any Liabilities that may arise out of or relate to any breach of any of the Specified Purchase Orders that exist or occur prior to the Closing). The parties will work in good faith to identify the Specified Purchase Orders promptly after the Closing.
Wrong Pocket Assets. If any time after the Closing Date, Seller, on the one hand, or Purchaser, on the other hand, shall receive or otherwise possess any asset that should belong to the other Party under this Agreement, Seller and Purchaser agree to promptly transfer such asset to the Party so entitled hereto.
Wrong Pocket Assets. If at any time or from time to time after the Closing until the date that is three (3) months after the Closing Date, Seller or any of its controlled Affiliates, on the one hand, or the Buyer or any of its Affiliates, on the other hand, shall receive or otherwise possess any asset or right (including cash) that should belong to the Buyer, on the one hand, or the Seller or any of its Affiliates, on the other, pursuant to this Agreement, the Seller or the Buyer (as the case may be) shall promptly transfer, or cause to be transferred, such asset or right to the Person so entitled thereto. Prior to any such transfer in accordance with this Section 1.8, the Person receiving or possessing such asset shall hold such asset in trust for such other Person. Without limitation of the foregoing, in the event Seller or any of its controlled Affiliates receives any payment in respect of any Transferred Asset or Buyer or any of its Affiliates receives any payment in respect of an Excluded Asset, the Seller or the Buyer (as applicable) shall promptly deliver such payment to an account designated in writing by the Buyer or the Seller (as applicable) by wire transfer of immediately available funds.
Wrong Pocket Assets. 13.1 Subject to Clause 14 and unless otherwise specified in the terms of the Scheme, no part of the Demerged Undertaking shall be retained by the Demerged Company after the Effective Date pursuant to the Scheme. If any part of any of the Demerged Undertaking is inadvertently not transferred to the Resulting Company on the Effective Date pursuant to the Scheme, the Demerged Company shall take such actions as may be reasonably required to ensure that such part of the relevant Demerged Undertaking, as the case may be, is transferred to the Resulting Company promptly and for no further consideration, and without any Tax implications. The Demerged Company shall bear all costs and expenses as may be required to be incurred by each of the Demerged Company or the Resulting Company, for giving effect to this Clause.
13.2 No part of the Remaining Business of the Demerged Company shall be transferred to the Resulting Company pursuant to the Scheme. If any part of the Remaining Business of the Demerged Company is inadvertently held by the Resulting Company after the Effective Date, the Resulting Company shall take such actions as may be reasonably required to ensure that such part of the Remaining Business of the Demerged Company is transferred back to the Demerged Company, promptly and for no consideration, and without any Tax implications. The Resulting Company shall bear all costs and expenses as may be required to be incurred by each of the Demerged Company or the Resulting Company for giving effect to this Clause.
13.3 If the Demerged Company realizes any amounts after the Effective Date that form part of the Demerged Undertaking, it shall immediately make payment of such amounts to the Resulting Company. It is clarified that all receivables relating to the Demerged Undertaking, for the period prior to the Effective Date, but received after the Effective Date, relate to the Demerged Undertaking and shall be paid to the Resulting Company for no additional consideration, and without any Tax implications. If the Resulting Company realizes any amounts after the Effective Date that pertains to the Remaining Business of the Demerged Company, the Resulting Company shall immediately pay such amounts to the Demerged Company. Similarly, if the Demerged Company discharges any Demerged Liability after the Effective Date, the Resulting Company shall make payment of such amounts to the Demerged Company.
Wrong Pocket Assets. Unless otherwise specifically provided in Exhibit A, if at any time or from time to time after the Closing Date, Assignor, Purchaser, or any HSBC Seller, shall receive or otherwise possess any asset (including cash) that should belong to another Person pursuant to this Agreement, Assignor or Purchaser agrees to promptly transfer, or cause to be transferred, such asset to the Person so entitled thereto.
Wrong Pocket Assets. If the Company or any Seller owns or shall at any time hereafter acquire any rights in any Company Intellectual Property or other Purchased Asset, the Company or such Seller, as the case may be, shall, and hereby does, transfer all of its rights, title and interest in such Company Intellectual Property or other Purchased Asset to the Purchaser for no additional consideration. So long as the Company and each Seller shall not be required to incur any material cost or expense, the Company and each Seller shall execute and deliver such additional documents and instruments and take such other actions as the Purchaser shall reasonably request to give effect to the provisions of this Section.
