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Wrong Pockets Sample Clauses

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.
Wrong Pockets. (a) Subject to Section 5.03, (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is held by any member of the SpecCo Group, the MatCo Group or any of their respective then-Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture Asset to AgCo or an Affiliate of AgCo designated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. (b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if any Party or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more proper...
Wrong PocketsTo the extent that following the Closing, Seller or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; and (b) intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not transferred at, prior to or after the Closing (each such Asset, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Purchaser or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Purchaser or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Purchaser.
Wrong Pockets. (a) A Party (a “Notifying Party”) shall have the right to provide prompt written notice (a “Wrong Pockets Notice”) to the other Party (a “Receiving Party”), including in response to an inquiry from the Receiving Party, if, following the Effective Date: (i) a Notifying Party identifies a Patent Controlled by the other Party as of the Effective Date that is not included in the Licensed Patents licensed to such Notifying Party, and such Notifying Party reasonably believes that such Patent was Used in the Agriculture Business or the Specialty Products Business, as applicable, as of the Effective Date; or (ii) a Notifying Party identifies a Use by such Notifying Party of a Licensed Patent (including, for clarity, any Wrong Pockets Patent) that is not within such Notifying Party’s licensed field of use hereunder for such Licensed Patent, and such Notifying Party reasonably believes that the Use of such Licensed Patent as of the Effective Date was within the Agriculture Business (if AgCo is the Notifying Party) or the Specialty Products Business (if SpecCo is the Notifying Party). (b) Each Wrong Pockets Notice shall both identify the applicable Patent and describe the Use thereof in the Agriculture Business (if the Notifying Party is AgCo), or the Specialty Products Business (if the Notifying Party is SpecCo), as of the Effective Date. (c) Unless otherwise agreed in writing by the Parties, if a Notifying Party provides a Wrong Pockets Notice in accordance with Section 2.5(a), the Notifying Party shall, within sixty (60) days of providing the Wrong Pockets Notice, demonstrate to the Receiving Party by clear and convincing evidence (the “Evidentiary Requirement”) that the identified Patent was Used in the manner identified in the Wrong Pockets Notice within the Agriculture Business (if the Notifying Party is AgCo) or the Specialty Products Business (if the Notifying Party is SpecCo) as of the Effective Date (such evidence, the “Demonstration of Use”). The Receiving Party shall notify the Notifying Party in writing within thirty (30) days of receipt of the Demonstration of Use whether it reasonably believes in good faith that the Demonstration of Use satisfies the Evidentiary Requirement. Solely to the extent (with respect to the Patent and Use identified in the applicable Wrong Pockets Notice) that the Demonstration of Use satisfies the Evidentiary Requirements (whether determined by the Receiving Party in accordance with the foregoing, or in accordance with Sectio...
Wrong PocketsSave as otherwise expressly provided in the Wider Transaction Documents and without prejudice to any other rights or remedies the parties have under this Agreement: (i) if any right or asset held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to the relevant Hive-out Company on or prior to the relevant Closing, the Seller shall transfer, or shall procure that the relevant company in the Seller’s Group shall transfer, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to or assumed by a Hive-out Company on or prior to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company; (iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer bec...
Wrong Pockets. If, after Closing, (i) any asset related to the Core MTS Business or the Echo Business, as the case may be, as of the Closing, has not been contributed or otherwise transferred to the Company as required pursuant to Section 3.02, Echo, the Echo Shareholders or MCK, as the case may be, shall cause such asset (and any related liability) to be transferred to the Company as soon as practicable or (ii) any liability related to the Core MTS Business or the Echo Business, as the case may be, as of the Closing, has not been transferred to and/or assumed by the Company as required pursuant to Section 3.02 or Section 3.03, Echo, the Echo Shareholders or MCK, as the case may be, shall cause such liability (and any related property, right or asset) to be transferred to and assumed by the Company as soon as practicable in each case for no additional consideration; provided that until such time (if any) of the completion of any such transfer or assumption, as the case may be, the Parties shall cooperate to structure alternative arrangements reasonably acceptable to the Parties under which the Company would obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit or liability in accordance with this Agreement as if the relevant transfer or assumption had taken place, including by sub-contract, sub-license or sub-lease to the Company, or under which MCK, its Affiliates, Echo or the Echo Shareholders, as the case may be, would, with respect to an agreement, enforce for the benefit and at the cost of the Company, with the Company assuming such Person’s obligations, and any and all rights of such Person against any third party thereunder. The Parties shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 3.05. This Section 3.05 shall terminate on the fifth (5th) anniversary of the date of this Agreement.
Wrong Pockets. (a) If, following the Closing for a period of twelve (12) months thereafter, Seller discovers that it or any other member of the Seller Group is the owner of or possesses any asset (other than any Excluded Asset), or is liable for any Liability, that is primarily related to the Business, then the parties hereto shall, and shall cause their Subsidiaries to use reasonable best efforts to, transfer or cause to be transferred such asset or Liability, as applicable, to a Purchaser Entity (and such Purchaser Entity shall accept any such asset or assume any such Liability) for no additional consideration other than as previously paid as provided in this Agreement. (b) If, following the Closing for a period of twelve (12) months thereafter, Purchaser discovers that a Purchaser Entity is the owner of or possesses any asset, or is liable for any Liability, in each case that is primarily related to the Retained Business or that constitutes a Retained Liability, then the parties hereto shall, and shall cause their Subsidiaries to use reasonable best efforts to, transfer or cause to be transferred such asset or Liability, as applicable, to a member of the Seller Group (and Seller or such other member of the Seller Group shall accept any such asset or assume any such Liability) for no additional consideration other than as previously paid as provided in this Agreement. (c) To the extent that any transfer under Section 6.15(a) or 6.15(b) is required, but not permitted by Law or an applicable Contract, the parties hereto shall use reasonable best efforts to obtain or structure an arrangement such that Purchaser or Seller, as applicable, shall receive the rights and benefits and/or bear the obligations and burdens, of such asset or Liability. (d) The parties shall reasonably cooperate to effect any transfers or other arrangements described in Section 6.15(a) or 6.15(b) in a manner that is Tax efficient for the parties and their respective Affiliates, including by treating the Person initially in possession of any such payment after the Closing as holding such payment as an agent or nominee for the transferee thereof for all Tax purposes, to the extent permitted by applicable Law.
Wrong PocketsSubject to Section 2.5, for a period of up to 12 months after the Closing Date, if Buyer, on the one hand, or any Seller, on the other, becomes aware that any of the Purchased Assets have not been transferred to Buyer or that any of the Excluded Assets have been transferred to Buyer, it shall promptly notify the other Parties, and the Parties hereto shall, as soon as reasonably practicable, ensure that such assets are transferred, at Sellers’ expense (except that Buyer shall be responsible for the shipping cost of any Inventory) and with any necessary prior Third Party consent or approval, to: (a) Buyer, in the case of any Purchased Asset which was not transferred at the Closing; or (b) Sellers, in the case of any Excluded Asset which was transferred at the Closing.
Wrong Pockets. 16.1 Subject to clauses 9 and 23.3 after Completion, if a party notifies the other party that any property, business or other asset (whether tangible or intangible, and including rights pursuant to any contracts, arrangements and undertakings, but excluding rights to PRUDENTIAL/PRU Names and Marks) or rights in Business Information, which were either: (i) used prior to Completion exclusively by any Xxxxxxx Group Company in the Xxxxxxx Business; or (ii) properly should be regarded as part of the Xxxxxxx Business, are owned or possessed by any Prudential Group Company, then: (A) Prudential or such other Prudential Group Company shall immediately procure that the relevant interest in such property, business, asset or right in Business Information is preserved and not exploited pending transfer pursuant to sub-clause (B); and (B) Prudential shall transfer or assign, or procure that any other Prudential Group Company shall transfer or assign, its interest in such property, business, asset or right in Business Information to Xxxxxxx, or such other Xxxxxxx Group Company as Xxxxxxx shall nominate, for no consideration. If the relevant property, business, asset or right in Business Information was not used prior to Completion exclusively by a Xxxxxxx Group Company in the Xxxxxxx Business but was also used in part by a Prudential Group Company in the Prudential Business, then this clause 16.1 shall apply but shall be modified as appropriate so as to transfer and assign only the relevant part of the property, business, asset or right in Business Information to the relevant Xxxxxxx Group Company by severance or some other appropriate means (including, without limitation, by way of a licence). 16.2 Subject to clauses 9 and 23.3, if after Completion, a party notifies the other party that any property, business or other asset (whether tangible or intangible, and including rights pursuant to any contracts, arrangements and undertakings) or rights in Business Information, which were either: (i) used prior to Completion exclusively by any Prudential Group Company in the Prudential Business; or (ii) properly should be regarded as part of the Prudential Business (which shall include all rights to PRUDENTIAL/PRU Names and Marks), are owned or possessed by any Xxxxxxx Group Company, then: (A) Xxxxxxx or such other Xxxxxxx Group Company shall immediately procure that the relevant interest in such property, business, asset or right in Business Information is preserved and not exp...
Wrong Pockets. 9.1 If at any time following Completion there is any Asset (which is not a Business Asset) which should have been transferred to or retained by the Seller Group but is held or received by a member of the Purchaser Group (the “Purchaser Group Holder”), the Purchaser shall as soon as reasonably practicable inform Venator of that fact and shall or shall cause such Purchaser Group Holder to promptly, at Venator’s cost: (a) execute and deliver, or procure the execution and delivery of, all instruments, agreements or documents as may be reasonably necessary for the purpose of transferring the relevant interests in such Assets held by such Purchaser Group Holder to Venator or a member of the Seller Group nominated by Xxxxxxx in writing, and Xxxxxxx shall, and shall procure that each relevant member of the Seller Group shall, at Venator’s cost, take all such steps and do all such things as are reasonably necessary to facilitate such transfer; (b) do all such further acts or things as may be reasonably necessary to validly effect such transfer and vest the relevant interest in such Assets in Venator or a member of the Seller Group nominated by Xxxxxxx; (c) ensure that such Purchaser Group Holder shall, where permitted by the terms on which such Purchaser Group Holder has the right to such Asset, hold such Asset and any monies, goods or other benefits arising after Completion by virtue of it, as agent of and trustee for Venator and allow Venator and/or the relevant member of the Seller Group as Venator so nominated to have full enjoyment and use of such Asset, including to grant a license to such effect; and (d) ensure that such Purchaser Group Holder shall promptly on receipt pay or deliver such monies, goods or other benefits to Venator or a member of the Seller Group nominated by Xxxxxxx. For the avoidance of doubt, the rights of Venator under this Clause 9.1 shall be without prejudice to any of its other rights under this Agreement. 9.2 If at any time following Completion there is any Business Asset which should have been transferred to or retained by a Target Group Company but is held or received by a member of the Seller Group (the “Seller Group Holder”), Venator shall as soon as reasonably practicable inform the Purchaser in writing of that fact with sufficient details so as to enable the Purchaser to identify such Asset in concern and shall, and shall cause such Seller Group Holder to promptly, at Venator’s cost: (a) execute and deliver, or procure the execu...