Common use of Wrong Pocket Assets Clause in Contracts

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. (a) If at any time, time or from time to time after the ClosingClosing until the date that is twelve (12) months after the Closing Date, Seller Parent Sellers or any of its their 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 that, effective as of the Closing, is a Transferred Asset belonging to the Buyer, on the one hand, or is an Excluded Asset belonging to the Seller Sellers or any of its their Affiliates, on the other, pursuant to this Agreement, the Seller Sellers or the Buyer (as the case may be) shall promptly deliver and/or transfer, or cause to be delivered and/or transferred, such asset or right to the Person so entitled theretoto whom, effective as of the Closing, such asset or right belongs pursuant to this Agreement. Prior With respect to any Transferred Asset or any Excluded Asset that is subject to the foregoing provisions of this Section 1.8, the Person that is required to deliver or transfer such transfer Transferred Asset or such Excluded Asset, as the case may be, pursuant to the foregoing provisions of this Section 1.8 shall hold such Transferred Asset or such Excluded Asset, as the case may be, in trust for the benefit of such other Person until such Transferred Asset or such Excluded Asset, as the case may be, is delivered or transferred in accordance with the provisions of this Section 1.91.8; provided, however, that the Person receiving or possessing foregoing provisions of this sentence shall only be applicable with respect to any Know-How that is Transferred Know-How if, to Sellers’ Knowledge, such asset shall hold such asset in trust for such other PersonKnow-How is Transferred Know-How. Without limitation of the foregoing, in the event Seller Parent that, at any time or from time to time after the Closing, Sellers or any of its their 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 Sellers or the Buyer (as applicable) shall promptly deliver such payment to an account designated in writing by the Buyer or the Seller Sellers (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. (a) If at any time, time or from time to time after the ClosingClosing Date, (i) a Seller Parent or any of its controlled Affiliates, including the SellerParty, on the one hand, or the Buyer or any of its controlled AffiliatesBuyer, on the other handother, shall receive or otherwise possess any asset or right (including cash) that should belong to the Buyer, on the one hand, or the a Seller or any of its AffiliatesParty, on the other, pursuant to this AgreementAgreement (other than any Excluded IT Assets), the Seller or the Buyer (as the case may be) such Person shall promptly transfer, or cause to be transferred, such asset or right to the Person so entitled thereto. If at any time or from time to time after the Closing Date, Buyer shall obtain access to or otherwise come into possession of any Excluded IT Assets, Buyer shall promptly return, or cause to be returned, such Excluded IT Assets in accordance with Section 5.15. Prior to any such transfer in accordance with this Section 1.92.09 or Section 5.15, the Person receiving or possessing such asset shall hold such asset 17 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED in trust for such other Person. Without limitation of limiting the foregoing, in the event any Seller Parent or any of its controlled Affiliates Party receives any payment in respect of any Transferred Asset or Buyer or accounts receivable of Seller (including payment to any of its controlled Affiliates receives any payment in respect of an Excluded Assetlock-box account maintained by Seller prior to the Closing for such purpose), the Seller or the Buyer (as applicable) shall promptly deliver such payment payments to an account designated in writing by the Buyer or the Seller (as applicable) by wire transfer of immediately available funds. , such payments (bif any) Notwithstanding anything in this Agreement to the contrarybe made by Seller on a weekly basis, 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 net of any payment by Seller, at the instruction of the Specified Purchase Orders that exist Buyer, of any accounts payable arising at or occur prior to the Closing). The parties will work in good faith to identify the Specified Purchase Orders promptly after the Closing. The Seller Parties shall maintain all such lock-box accounts for a period of six months following the date hereof.

Wrong Pocket Assets. 8.4.1 If any Business Asset, Business Current Liabilities or interest which forms part of the Business Undertaking or any part thereof and which: (a) If at any timewas/were owned or used in or which related exclusively to the Business Undertaking prior to the Closing Date; and (b) is material for the conduct of the Business as conducted on the Closing Date, is retained or from time not transferred to time after the Purchaser by the Seller on Closing, the Seller Parent shall, as soon as it becomes aware of the same or promptly at the Purchaser’s request, cause the transfer of such Business Asset, Business Current Liabilities or interest to the Purchaser at the Seller’s sole cost and without any additional consideration for the same. 8.4.2 If any asset or interest which does not form part of the Business Undertaking or any of its controlled Affiliatespart thereof is inadvertently transferred by the Seller to the Purchaser at Closing, including such asset or interest shall, at the Seller’s request, and at the Purchaser’s sole cost be transferred back to the Seller by the Purchaser. 8.4.3 If the Purchaser or the Seller, on after the one hand, or the Buyer or Closing Date receives any of its controlled Affiliates, on the other hand, shall receive or otherwise possess any asset or right (including cash) that should belong funds belonging to the Buyer, on the one hand, or the Seller or any to the Purchaser, respectively in accordance with the terms of its Affiliates, on the other, pursuant to this Agreement, the Seller Purchaser or the Buyer (Seller, 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, notify the Seller or the Buyer (Purchaser, as applicable) the case may be, in writing, shall segregate and hold such funds in trust for the benefit of the Seller or the Purchaser, as the case may be and shall promptly deliver such payment funds, together with any interest earned thereon, to an account designated in writing by the Buyer Seller or the Seller (Purchaser, as applicable) by wire transfer of immediately available fundsthe case may be. (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.