Common use of Wrong Pocket Assets and Liabilities Clause in Contracts

Wrong Pocket Assets and Liabilities. (a) If, within eighteen (18) months following the Closing, any person discovers that any right, title or interest in any asset either (x) to the extent primarily used in the business of the Companies as of the date hereof or the Closing that is not owned by a Company or (y) to the extent primarily used in the business of Grupo Modelo and its Affiliates other than the Companies as of the date hereof or the Closing (a “Wrong Pocket Asset”) is not held by, or a corresponding liability (a “Wrong Pocket Liability”) was not assumed by, the appropriate person (the “Right Pocket”, and the person holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing consented to by the Right Pocket or as contemplated by this Agreement: (i) The parties to this Agreement shall cause any of their Affiliates holding such right, title or interest in a Wrong Pocket Asset to transfer as promptly as reasonably practicable such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) The parties to this Agreement shall cause the Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer is completed; and (iii) The parties to this Agreement shall cause the Right Pocket to assume from the Wrong Pocket as promptly as reasonably practicable any Wrong Pocket Liability for no additional consideration. (b) All costs and expenses arising out of compliance with such transfers shall be allocated to the parties as though such transfers had been completed as of the Closing in accordance with this Agreement. (c) The parties to this Agreement shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.15. (d) For purposes of this Section 5.15, the Companies are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing and Grupo Modelo and its Affiliates (other than the Companies) are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets). (e) Promptly after the Closing, ABI shall deliver originals (or copies, to the extent there are no originals) of contracts of the Companies and other books and records (excluding email correspondence not already in hard copy) to CBI. Additionally, to the extent in the possession or control of ABI, ABI will take reasonable steps to preserve all other books and records of the Companies for five (5) years after the Closing and will deliver or provide access to CBI in accordance with Section 5.11.

Wrong Pocket Assets and Liabilities. (a) If, within eighteen twelve (1812) months following the Closing, any person discovers that any right, title or interest in any asset either (x) to the extent primarily used in the business of the Companies Business as of the date hereof or the Closing that is not owned by a Group Company or (y) to the extent primarily used in the business of Grupo Modelo Seller and its Affiliates other than the Companies Business as of the date hereof or the Closing (a “Wrong Pocket Asset”) is not held by, or a corresponding liability (a “Wrong Pocket Liability”) was not assumed by, the appropriate person (the “Right Pocket”, and the person holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing consented to by the Right Pocket or as contemplated by this Agreement: (i) The parties to this Agreement Parties shall cause any of their Affiliates holding such right, title or interest in a Wrong Pocket Asset to transfer as promptly as reasonably practicable such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) The parties to this Agreement Parties shall cause the Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer is completed; and (iii) The parties to this Agreement Parties shall cause the Right Pocket to assume from the Wrong Pocket as promptly as reasonably practicable any Wrong Pocket Liability for no additional consideration. (b) All costs and expenses arising out of compliance with such transfers shall be allocated to the parties as though such transfers had been completed as of the Closing in accordance with this Agreement. (c) The parties to this Agreement Parties shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.155.12. (d) For purposes of this Section 5.155.12, the Companies are Buyer is the Right Pocket for all assets the Acquired Assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing Assumed Liabilities and Grupo Modelo Seller and its Affiliates (other than the Group Companies) are the Right Pocket for all assets Excluded Assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets)Excluded Liabilities. (e) Promptly after the Closing, ABI shall deliver originals (or copies, to the extent there are no originals) of contracts of the Companies and other books and records (excluding email correspondence not already in hard copy) to CBI. Additionally, to the extent in the possession or control of ABI, ABI will take reasonable steps to preserve all other books and records of the Companies for five (5) years after the Closing and will deliver or provide access to CBI in accordance with Section 5.11.

Wrong Pocket Assets and Liabilities. (a) If, within eighteen fifteen (1815) months following the ClosingClosing Date, any person discovers that any party has any: (i) right, title or interest in any asset either (xA) to the extent primarily used in the business of the Companies as of the date hereof or Included Asset, following the Closing that Date, which is not owned by a the Company or (yB) to Excluded Asset, following the extent primarily used Closing Date, which is owned by the Company (in the business of Grupo Modelo and its Affiliates other than the Companies as either case of the date hereof foregoing clause (i)(A) or the Closing (i)(B), a “Wrong Pocket Asset”); or (ii) (A) Company Obligation, following the Closing Date, which is not assumed or held byby the Company or (B) Excluded Liability, following the Closing Date, which is assumed or a corresponding liability held by the Company (in either case of the foregoing clauses (ii)(A) or (ii)(B), a “Wrong Pocket Liability”) ), is not held by or was not assumed by, (as applicable) by the appropriate person Person (the “Right Pocket”, ,” and the person Person holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing Date consented to in writing by the Right Pocket Pocket, then the parties shall use their best efforts to: (x) transfer, or as contemplated by this Agreement: (i) The parties to this Agreement shall cause any of their Affiliates holding such right, title or interest in a Wrong Pocket Asset to transfer transfer, as promptly as reasonably practicable such Wrong Pocket Asset to the Right Pocket for no additional consideration; ; (iiy) The parties to this Agreement shall cause the Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer is completed; and and (iiiz) The parties to this Agreement shall cause the Right Pocket to assume from the Wrong Pocket as promptly as reasonably practicable any Wrong Pocket Liability for no additional consideration. (b) All costs and expenses arising out of compliance with such transfers this Section 7.04 shall be allocated to the parties as though such transfers had been completed completed, and the expenses incurred in connection with such transfers had been allocated, as of the Closing Date in accordance with this AgreementSection 7.04. (c) The parties to this Agreement shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.157.04. (d) For the avoidance of doubt, for purposes of this Section 5.157.04, (i) the Companies are Company is the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing and Grupo Modelo and its Affiliates Company (other than the CompaniesExcluded Assets) are and Company Obligations and (ii) Seller together with its Affiliates, is the Right Pocket for all assets Excluded Assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets)Excluded Liabilities. (e) Promptly after the Closing, ABI shall deliver originals (or copies, to the extent there are no originals) of contracts of the Companies and other books and records (excluding email correspondence not already in hard copy) to CBI. Additionally, to the extent in the possession or control of ABI, ABI will take reasonable steps to preserve all other books and records of the Companies for five (5) years after the Closing and will deliver or provide access to CBI in accordance with Section 5.11.

Wrong Pocket Assets and Liabilities. (a) If, within eighteen Within twelve (1812) months following the ClosingClosing Date, if a party or any person Affiliate thereof discovers that that: (i) any right, title assets or interest in any asset either (x) to properties of the extent primarily Seller or its Affiliates exclusively used in or necessary for the business of the Companies as of Company and the date hereof Company Subsidiaries that are not properly owned or held, directly or indirectly, by the Closing that is not owned by a Company Buyer or (y) to the extent primarily used in the business of Grupo Modelo and its Affiliates other than the Companies as of the date hereof or the Closing (a “Wrong Pocket Asset”); or (ii) is any Liabilities of the Seller or its Affiliates incurred solely for the business of the Company and the Company Subsidiaries that are not held byproperly assumed or held, directly or a corresponding liability indirectly, by the Buyer or its Affiliates (a “Wrong Pocket Liability”) ), and therefore, in each case, an asset or Liability is not properly owned or held by or was not properly assumed byor held, as applicable, by the appropriate person Person or Persons (such Person or Persons, the “Right Pocket”, ,” and the person Person or Persons holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing consented to in writing by the Right Pocket, each party: (x) shall, as applicable, transfer and convey within five (5) Business Days any right, title or interest in a Wrong Pocket Asset owned or held by it to the Right Pocket or as contemplated by this Agreement: (i) The parties to this Agreement shall cause any of their its Affiliates owning or holding such right, title or interest in a Wrong Pocket Asset to transfer as promptly as reasonably practicable and convey within five (5) Business Days such Wrong Pocket Asset to the Right Pocket Pocket, in each case for no additional consideration; ; (iiy) The parties to this Agreement shall cause if the Wrong Pocket to Pocket, shall, as applicable, hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer and conveyance is completed; and and (iiiz) The parties to this Agreement shall cause if the Right Pocket to Pocket, shall, as applicable, assume from the Wrong Pocket as promptly as reasonably practicable any Wrong Pocket Liability Liability, in each case for no additional consideration. (b) All The parties hereto acknowledge and agree that in connection with any transfer and conveyance contemplated by Section 7.20(a), (i) each of the parties shall and shall cause its Affiliates to fully cooperate with each other in connection therewith; and (ii) all costs and expenses arising out of compliance with such transfers incurred in connection therewith shall be allocated to paid by the parties as though party incurring such transfers had been completed as of the Closing in accordance with this Agreementcosts and expenses. (c) The parties to this Agreement shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.15. (d) For purposes of this Section 5.15, the Companies are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing and Grupo Modelo and its Affiliates (other than the Companies) are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets). (e) Promptly after the Closing, ABI shall deliver originals (or copies, to the extent there are no originals) of contracts of the Companies and other books and records (excluding email correspondence not already in hard copy) to CBI. Additionally, to the extent in the possession or control of ABI, ABI will take reasonable steps to preserve all other books and records of the Companies for five (5) years after the Closing and will deliver or provide access to CBI in accordance with Section 5.11.

Wrong Pocket Assets and Liabilities. (a) If, within eighteen twelve (1812) months following the Closing, any person discovers that any right, title or interest in any asset either (x) to the extent primarily used or primarily held for use in the business of the Companies Business as of the date hereof or the Closing that is not owned by a Sold Company or (y) to the extent primarily used or primarily held for use in the business of Grupo Modelo Seller Parent and its Affiliates other than the Companies Business as of the date hereof or the Closing (a “Wrong Pocket Asset”) is not held by, or a corresponding liability (a “Wrong Pocket Liability”) was not assumed by, the appropriate person (the “Right Pocket”, and the person holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing consented to by the Right Pocket or as contemplated by this Agreement: (i) The parties to this Agreement shall cause any of their Affiliates holding such right, title or interest in a Wrong Pocket Asset to transfer as promptly as reasonably practicable such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) The parties to this Agreement shall cause the Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer is completed; and (iii) The parties to this Agreement shall cause the Right Pocket to assume from the Wrong Pocket as promptly as reasonably practicable any Wrong Pocket Liability for no additional consideration. (b) All costs and expenses arising out of compliance with such transfers shall be allocated to the parties as though such transfers had been completed as of the Closing in accordance with this Agreement. (c) The parties to this Agreement shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.15. (d) 5.16. 60 For purposes of this Section 5.155.16, the Companies are Buyer is the Right Pocket for all assets the Acquired Assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing Assumed Liabilities and Grupo Modelo Seller Parent and its Affiliates (other than the Sold Companies) are the Right Pocket for all assets Excluded Assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets)Excluded Liabilities. (e) Promptly after the Closing, ABI shall deliver originals (or copies, to the extent there are no originals) of contracts of the Companies and other books and records (excluding email correspondence not already in hard copy) to CBI. Additionally, to the extent in the possession or control of ABI, ABI will take reasonable steps to preserve all other books and records of the Companies for five (5) years after the Closing and will deliver or provide access to CBI in accordance with Section 5.11.

Wrong Pocket Assets and Liabilities. (a) If, within eighteen fifteen (1815) months following the ClosingClosing Date, any person discovers that any party has any: (i) right, title or interest in any asset either (xA) to the extent primarily used in the business of the Companies as of the date hereof or Included Asset, following the Closing that Date, which is not owned by a Company Buyer or (yB) to Excluded Asset, following the extent primarily used Closing Date, which is owned by Buyer (in the business of Grupo Modelo and its Affiliates other than the Companies as either case of the date hereof foregoing clause (i)(A) or the Closing (i)(B), a “Wrong Pocket Asset”); or (ii) (A) Assumed Liability, following the Closing Date, which is not assumed or held byby Buyer or (B) Excluded Liability, following the Closing Date, which is assumed or a corresponding liability held by Buyer (in either case of the foregoing clauses (ii)(A) or (ii)(B), a “Wrong Pocket Liability”) ), is not held by or was not assumed by, (as applicable) by the appropriate person Person (the “Right Pocket”, ,” and the person Person holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing Date consented to in writing by the Right Pocket Pocket, then the parties shall use their best efforts to: (x) transfer, or as contemplated by this Agreement: (i) The parties to this Agreement shall cause any of their Affiliates holding such right, title or interest in a Wrong Pocket Asset to transfer transfer, as promptly as reasonably practicable such Wrong Pocket Asset to the Right Pocket for no additional consideration; ; (iiy) The parties to this Agreement shall cause the Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer is completed; and and (iiiz) The parties to this Agreement shall cause the Right Pocket to assume from the Wrong Pocket as promptly as reasonably practicable any Wrong Pocket Liability for no additional consideration. (b) All costs and expenses arising out of compliance with such transfers this Section 7.04 shall be allocated to the parties as though such transfers had been completed completed, and the expenses incurred in connection with such transfers had been allocated, as of the Closing Date in accordance with this AgreementSection 7.04. (c) The parties to this Agreement shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.157.04. (d) For the avoidance of doubt, for purposes of this Section 5.157.04, the Companies are (i) Buyer is the Right Pocket for all assets Included Assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing Assumed Liabilities and Grupo Modelo and (ii) Seller together with its Affiliates (other than the Companies) are Affiliates, is the Right Pocket for all assets Excluded Assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets)Excluded Liabilities. (e) Promptly after the Closing, ABI shall deliver originals (or copies, to the extent there are no originals) of contracts of the Companies and other books and records (excluding email correspondence not already in hard copy) to CBI. Additionally, to the extent in the possession or control of ABI, ABI will take reasonable steps to preserve all other books and records of the Companies for five (5) years after the Closing and will deliver or provide access to CBI in accordance with Section 5.11.