Common use of Wrong Pocket Assets Clause in Contracts

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. (a) If Subject to Section 1.5, if any Acquired Assets Asset remains vested in any Seller or any of their respective its 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 additional consideration (it being acknowledged and agreed that the Buyer shall have already paid good consideration for all Acquired Assets by paying the Global Purchase PriceClosing Payment). 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 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 Groupcontrol.

Wrong Pocket Assets. (a) If Subject to Section 2.8, if any Acquired Assets Purchased Asset remains vested in any or in the possession of Seller or any of their respective its Affiliates following Closing, such including without limitation any Owned IP or Owned Technology Assets, Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Purchased Asset as soon as reasonably practicable to the Buyer Parent or its designee for no additional consideration (it being acknowledged and agreed that the Buyer shall have already paid good full consideration for all Acquired Assets by paying the Global Purchase PricePurchased Assets). The Seller shall notify the Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Assets Purchased Assets, including without limitation any Owned IP or Owned Technology Assets, in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset Assets is vested in the or in possession of 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 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 Affiliate of the Buyer GroupBuyer.

Wrong Pocket Assets. (a) If Subject to Section 3.3, if any Acquired Assets Purchased Asset, including any payment in respect of accounts receivable that are included in the Purchased Assets, is received by, comes into the possession of, or otherwise remains vested in any or in the possession of Seller or any of their respective its Affiliates following the Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Purchased Asset as soon as reasonably practicable to the Buyer Parent or its designee for no additional consideration (it being acknowledged and agreed that the Buyer shall have already paid good full consideration for all Acquired Assets by paying the Global Purchase PricePurchased Assets). The Seller shall notify the Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Purchased Assets in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset Asset, including any payment in respect of accounts receivable that are included in the Excluded Assets, is received by, comes into the possession of, or otherwise is vested in the or in possession of Buyer Parent or any of its Affiliates following the 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 Parties have not agreed to sell such any 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 Affiliate of Buyer. (c) Each party will cooperate with the Buyer Groupother Party and use its commercially reasonable efforts to set up procedures and notifications as are reasonably necessary or advisable to effectuate the assignment, transfer, conveyance and delivery contemplated by this Section 6.12.

Wrong Pocket Assets. (a) If Subject to Section 2.8, if any Acquired Assets Purchased Asset remains vested in any or in the possession of Seller or any of their respective its Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Purchased Asset as soon as reasonably practicable to the Buyer Parent or its designee for no additional consideration (it being acknowledged and agreed that the Buyer shall have already paid good full consideration for all Acquired Assets by paying the Global Purchase PricePurchased Assets). The Seller shall notify the Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Purchased Assets in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset is vested in the or in possession of 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 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 Affiliate of the Buyer GroupBuyer.