Wrong Pockets Sample Clauses

Wrong Pockets. To the extent that, during the twelve (12) months following the Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer 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, 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. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, 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 Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer 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 Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordingly.

Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

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 Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.

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 Pockets. Save 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) During the six (6) month period following the Closing, if either the Buyer or any Selling Entity becomes aware that any right, property or asset forming part of the Purchased Assets has not been transferred to the Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to the Buyer, such Party shall promptly notify the other Party and the Parties shall, as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause such right, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consent, to (i) the Buyer, in the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates receives any (i) funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such funds or property to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Docum...

Wrong Pockets. Subject 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...