Common use of Wrong Pockets; Further Assurances Clause in Contracts

Wrong Pockets; Further Assurances. (a) In the event that, following the Closing, (i) the Contributor becomes aware of any right, property or asset in the possession or control of the Contributor or any of its Affiliates which is not included as a Contributed Asset on Schedule 1.1(a) but which, consistent with the methodologies and principles used by the Parties in preparing Schedule 1.1(a), should have been included as a Contributed Asset, or (ii) the Contributee becomes aware of any right, property or asset in the possession or control of the Contributee or any of its Affiliates which is not included as an Excluded Asset on Schedule 1.1(b) but which consistent with the methodologies and principles used by the Parties in preparing Schedule 1.1(b), should have been included as an Excluded Asset, then the Contributor or the Contributee, as applicable, shall notify the other Party thereof as soon as reasonably practicable, and the Parties shall cooperate in good faith in procuring treatment of such right, property or asset as a Contributed Asset or Excluded Asset, as applicable, hereunder, including causing any transfer of such Contributed Asset or Excluded Asset, as applicable, pursuant to the other provisions of this Section 6.1. (b) Each of the Contributor and the Contributee shall, or shall cause their respective Affiliates to, at the request of the other, execute and deliver to the other all such instruments and documents or further assurances as the other may reasonably request in order to (i) vest in NewCo all of the rights, title and interests of the Contributor and its Affiliates in and to the Contributed Assets as contemplated hereby, (ii) effectuate NewCo’s assumption of the Assumed Liabilities, (iii) vest in Contributee all rights, title and interest in and to the Contributed Interests, and (iv) grant to each Party all rights contemplated herein to be granted to such Party under the Transaction Documents. In the event any Contributed Assets or Contributed Interests remain vested in the Contributor or any of its Affiliates, the Contributor shall (or shall cause its applicable Affiliate to), transfer such Contributed Asset or Contributed Interests as soon as reasonably practicable to NewCo or Contributee (as applicable) or to their respective designee. The Contributor shall notify the Contributee as soon as reasonably practicable upon becoming aware that that there are any Contributed Assets or Contributed Interests in its possession or control or that of any of its Affiliates. In the event any Excluded Asset is vested in NewCo or any of its Affiliates following Closing, NewCo shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to the Contributor or its designee. The Contributee shall notify the Contributor as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in NewCo’s possession or control or that of any of its Affiliates. (c) In the event that the Contributor receives any invoices from any obligor with respect to any Contributed Asset or Assumed Liability, then the Contributor shall, within thirty (30) days of receipt of such payment, remit the full amount of such payment to NewCo. In the event that NewCo receives any payments from any obligor with respect to any Excluded Asset or Excluded Liability, then NewCo shall, within thirty (30) days of receipt of such payment, remit the full amount of such payment to the Contributor. (d) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use their respective commercially reasonable efforts to take, or cause to be taken, or as appropriate to refrain from taking, all actions, and to do, or cause to be done, or as appropriate to refrain from doing, all things reasonably necessary, proper or advisable to consummate, in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including (i) defending any Actions challenging this Agreement or otherwise seeking to enjoin or delay the consummation of the transactions contemplated by the Transaction Documents, (ii) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance or information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, and (iii) providing reasonable assistance or information to each other Party in respect of regulatory or other governmental filings and disclosures and otherwise compliance with applicable Law, to the extent such information is in the possession of such Party. Notwithstanding the foregoing, neither the Contributor nor any of its Affiliates will be obligated to make any payments, or otherwise pay any consideration, to any Third Party to obtain any applicable consent, waiver or approval.

Wrong Pockets; Further Assurances. (a) In If, on or after the event thatClosing Date and prior to the fourth (4th) anniversary of the Closing Date, following the Closing, (i) the Contributor either Purchaser or any Divesting Entity becomes aware of that any right, property or asset in the possession or control of the Contributor Transferred Assets have not been transferred, delivered or any otherwise made available to Purchaser at Closing (or thereafter pursuant to the provisions of its Affiliates which is not included as a Contributed Asset on Schedule 1.1(a) but which, consistent with the methodologies and principles used by the Parties in preparing Schedule 1.1(athis Section 6.06(a)), should have been included as a Contributed Asset, or (ii) the Contributee becomes aware of any right, property or asset in the possession or control of the Contributee or any of its Affiliates which is not included as an Excluded Asset on Schedule 1.1(b) but which consistent with the methodologies and principles used by the Parties in preparing Schedule 1.1(b), should have been included as an Excluded Asset, then the Contributor or the Contributee, as applicable, it shall promptly notify the other Party thereof and the applicable Divesting Entities shall, as soon as reasonably practicablepracticable thereafter, and the Parties shall cooperate in good faith in procuring treatment of transfer, deliver or otherwise make available to Purchaser such right, property or asset as a Contributed Asset or Excluded Transferred Asset, as applicablewith any necessary Consent, hereunder, including causing any transfer of at the applicable Divesting Entities’ sole expense and for no additional consideration (it being acknowledged and agreed that Purchaser shall have already paid for such Contributed Transferred Asset or Excluded Asset, as applicable, pursuant to by paying the other provisions of this Section 6.1Purchase Price). (b) Each If, on or after the Closing Date and prior to the fourth (4th) anniversary of the Contributor Closing Date, either Purchaser or any Divesting Entity becomes aware that any of the Excluded Assets have been transferred to Purchaser, it shall promptly notify the other thereof and the Contributee Purchaser shall, or shall cause their respective Affiliates to, at the request of the other, execute and deliver to the other all such instruments and documents or further assurances as the other may reasonably request in order to (i) vest in NewCo all of the rights, title and interests of the Contributor and its Affiliates in and to the Contributed Assets as contemplated hereby, (ii) effectuate NewCo’s assumption of the Assumed Liabilities, (iii) vest in Contributee all rights, title and interest in and to the Contributed Interests, and (iv) grant to each Party all rights contemplated herein to be granted to such Party under the Transaction Documents. In the event any Contributed Assets or Contributed Interests remain vested in the Contributor or any of its Affiliates, the Contributor shall (or shall cause its applicable Affiliate to), transfer such Contributed Asset or Contributed Interests as soon as reasonably practicable thereafter, transfer to NewCo or Contributee (as applicable) or to their respective designee. The Contributor shall notify the Contributee as soon as reasonably practicable upon becoming aware that that there are any Contributed Assets or Contributed Interests in its possession or control or that of any of its Affiliates. In the event any Excluded Asset is vested in NewCo or any of its Affiliates following Closing, NewCo shall (or shall cause its applicable Affiliate to) transfer Divesting Entity such Excluded Asset as soon as reasonably practicable to the Contributor or its designee. The Contributee shall notify the Contributor as soon as reasonably practicable upon becoming aware that that there are Asset, with any Excluded Assets in NewConecessary Consent, at such Divesting Entity’s possession or control or that of any of its Affiliatessole expense. (c) In If, on or after the event that Closing Date, either party hereto shall receive any payments or other funds due to the Contributor receives other party pursuant to the terms of this Agreement or any invoices from any obligor with respect to any Contributed Asset or Assumed LiabilityAncillary Agreement, then the Contributor party receiving such funds shall, within thirty (30) days of after receipt of such paymentfunds, remit forward such funds to the full amount proper party without a right of offset or withholding regarding such payment to NewCopayments. In If, on or after the event that NewCo receives Closing Date, either party hereto shall receive any payments invoice from any obligor a Third Party with respect to any Excluded Asset or Excluded Liabilityaccounts payable of the other party, then NewCo the party receiving such invoice shall, within thirty ten (3010) days of Business Days after receipt of such paymentinvoice, remit the full amount of provide such payment invoice to the Contributorproper party. (d) Upon From and after the terms Closing, without additional consideration, Seller shall, and subject to the conditions set forth in this Agreement, shall cause each of the Parties agrees other Divesting Entities to, promptly execute and deliver to use their respective commercially reasonable efforts to takePurchaser such certificates and other instruments of sale, or cause to be takenconveyance, or as appropriate to refrain from taking, all actionsassignment and transfer, and take such other action, as Purchaser may request from time to dotime to more effectively sell, convey, assign and transfer to and vest in Purchaser or cause to be done, or as appropriate to refrain from doing, all things reasonably necessary, proper or advisable to consummate, put Purchaser in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including (i) defending any Actions challenging this Agreement or otherwise seeking to enjoin or delay the consummation possession of the transactions contemplated by the Transaction Documents, (ii) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance or information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, and (iii) providing reasonable assistance or information to each other Party in respect of regulatory or other governmental filings and disclosures and otherwise compliance with applicable Law, to the extent such information is in the possession of such Party. Notwithstanding the foregoing, neither the Contributor nor any of its Affiliates will be obligated to make any payments, or otherwise pay any consideration, to any Third Party to obtain any applicable consent, waiver or approvalTransferred Assets.

Wrong Pockets; Further Assurances. (a) In the event that, following From and after the Closing, (i) the Contributor becomes aware of if any right, property or asset in the possession or control of the Contributor Party or any of its Affiliates which is not included as a Contributed Asset on Schedule 1.1(areceives any (i) but whichfunds or payments intended for or otherwise the property of the other Party or any of such Party’s Affiliates pursuant to the terms of this Agreement or any of the Ancillary Agreements, consistent with the methodologies receiving Party shall promptly (A) notify and principles used by (B) transfer, or cause to be transferred, such funds 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, whether in preparing Schedule 1.1(a), should have been included as connection with a Contributed Asset, dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the Contributee becomes aware of any right, property or asset in the possession or control of the Contributee other Party pursuant to the terms of this Agreement or any of its Affiliates which is not included as an Excluded Asset on Schedule 1.1(bthe Ancillary Agreements, the receiving Party shall promptly (A) but which consistent with the methodologies notify and principles used by the Parties in preparing Schedule 1.1(b)(B) forward such document to, should have been included as an Excluded Asset, then the Contributor or the Contributee, as applicable, shall notify the other Party thereof as soon as reasonably practicableParty. (b) From and after the Closing, and subject to the Parties terms and conditions of this Agreement, at the request of any Party, each of Buyer and Seller shall, and shall cause its Subsidiaries to, execute and deliver such additional documents, instruments, conveyances and assurances and use reasonable best efforts to take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, and subject to the other terms and conditions of this Agreement, in the event that Buyer, Seller or any of their respective Affiliates discovers following the Closing that (i) any Transferred Asset was inadvertently not transferred and delivered to Buyer at the Closing, Seller shall cooperate in good faith to transfer and deliver such Transferred Asset to Buyer (or its designee) in procuring treatment of such right, property or asset as a Contributed Asset or Excluded Asset, as applicable, hereunder, including causing any transfer of such Contributed Asset or Excluded Asset, as applicable, pursuant to accordance with the other provisions terms of this Section 6.1. (b) Each of the Contributor and the Contributee shall, Agreement or shall cause their respective Affiliates to, at the request of the other, execute and deliver to the other all such instruments and documents or further assurances as the other may reasonably request in order to (i) vest in NewCo all of the rights, title and interests of the Contributor and its Affiliates in and to the Contributed Assets as contemplated hereby, (ii) effectuate NewCo’s assumption of the Assumed Liabilities, (iii) vest in Contributee all rights, title and interest in and to the Contributed Interests, and (iv) grant to each Party all rights contemplated herein to be granted to such Party under the Transaction Documents. In the event any Contributed Assets or Contributed Interests remain vested in the Contributor or any of its Affiliates, the Contributor shall (or shall cause its applicable Affiliate to), transfer such Contributed Asset or Contributed Interests as soon as reasonably practicable to NewCo or Contributee (as applicable) or to their respective designee. The Contributor shall notify the Contributee as soon as reasonably practicable upon becoming aware that that there are any Contributed Assets or Contributed Interests in its possession or control or that of any of its Affiliates. In the event any Excluded Asset is vested in NewCo or any of its Affiliates following was inadvertently transferred to Buyer at the Closing, NewCo Buyer shall (or shall cause its applicable Affiliate to) cooperate in good faith to transfer such Excluded Asset as soon as reasonably practicable back to the Contributor Seller (or its designee. The Contributee shall notify ), in each case at the Contributor as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in NewCotransferring party’s possession or control or that of any of its Affiliatesexpense. (c) In From and after the event Closing, if Buyer reasonably believes that any Patent, Trademark, Domain Name or registered or applied-for Copyright owned by a Seller Party immediately prior to the Contributor receives any invoices from any obligor Closing was then primarily used in the Business and such Patent, Trademark, Domain Name or registered or applied-for Copyright is not then set forth in Section 1.1(m)—(p) of the Seller Disclosure Schedules, as applicable, Buyer shall provide Seller with respect notice thereof and promptly thereafter Seller shall provide to any Contributed Asset or Assumed Liability, then Buyer information regarding the Contributor shall, within thirty (30) days of receipt use of such paymentPatent, remit the full amount Trademark, Domain Name or registered or applied-for Copyright as of such payment to NewCo. In the event that NewCo receives any payments from any obligor with respect to any Excluded Asset or Excluded Liability, then NewCo shall, within thirty (30) days of receipt of such payment, remit the full amount of such payment immediately prior to the ContributorClosing and, if such item is agreed to have been primarily used in the Business, Seller shall transfer to Buyer such Patent, Trademark, Domain Name or registered or applied-for Copyright, upon which such Patent, Trademark, Domain Name or registered or applied-for Copyright will be deemed to be included in the Transferred Intellectual Property and subject to the terms and conditions of this Agreement as such. (d) Upon From and after the terms Closing, if Seller reasonably believes that any Patent, Trademark, Domain Name or registered or applied-for Copyright owned by a Seller Party immediately prior to the Closing was then not primarily used in the Business and such Patent, Trademark, Domain Name or registered or applied-for Copyright is not set forth in Section 1.1(m)—(p) of the Seller Disclosure Schedules, as applicable, Seller shall provide Buyer with notice thereof together with all information regarding the use of such Patent, Trademark, Domain Name or registered or applied-for Copyright as of the Closing reasonably necessary to determine whether such Patent, Trademark, Domain Name or registered or applied-for Copyright was not primarily used in the Business immediately prior to the Closing and, if such item is agreed not to have been primarily used in the Business, Buyer shall transfer to Seller such Patent, Trademark, Domain Name or registered or applied-for Copyright, upon which such Patent, Trademark, Domain Name or registered or applied-for Copyright will be deemed to be excluded from the Transferred Intellectual Property and subject to the terms and conditions set forth in this Agreement, each of the Parties agrees to use their respective commercially reasonable efforts to take, or cause to be taken, or as appropriate to refrain from taking, all actions, and to do, or cause to be done, or as appropriate to refrain from doing, all things reasonably necessary, proper or advisable to consummate, in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including (i) defending any Actions challenging this Agreement or otherwise seeking to enjoin or delay the consummation of the transactions contemplated by the Transaction Documents, (ii) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance or information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, and (iii) providing reasonable assistance or information to each other Party in respect of regulatory or other governmental filings and disclosures and otherwise compliance with applicable Law, to the extent such information is in the possession of such Party. Notwithstanding the foregoing, neither the Contributor nor any of its Affiliates will be obligated to make any payments, or otherwise pay any consideration, to any Third Party to obtain any applicable consent, waiver or approvalas such.

Wrong Pockets; Further Assurances. (a) In If, on or after the event thatClosing Date and prior to the fourth anniversary of the Closing Date, following the Closing, (i) the Contributor either Purchaser or any Divesting Entity becomes aware of that any right, property or asset in the possession or control of the Contributor Transferred Assets have not been transferred, delivered or any otherwise made available to Purchaser at Closing (or thereafter pursuant to the provisions of its Affiliates which is not included as a Contributed Asset on Schedule 1.1(a) but which, consistent with the methodologies and principles used by the Parties in preparing Schedule 1.1(athis Section 6.06(a)), should have been included as a Contributed Asset, or (ii) the Contributee becomes aware of any right, property or asset in the possession or control of the Contributee or any of its Affiliates which is not included as an Excluded Asset on Schedule 1.1(b) but which consistent with the methodologies and principles used by the Parties in preparing Schedule 1.1(b), should have been included as an Excluded Asset, then the Contributor or the Contributee, as applicable, it shall promptly notify the other Party thereof and the applicable Divesting Entities shall, as soon as reasonably practicablepracticable thereafter, and the Parties shall cooperate in good faith in procuring treatment of transfer, deliver or otherwise make available to Purchaser such right, property or asset as a Contributed Asset or Excluded Transferred Asset, as applicablewith any necessary Third Party Consent, hereunder, including causing any transfer of at the applicable Divesting Entities’ sole expense and for no additional consideration (it being acknowledged and agreed that Purchaser shall have already paid for such Contributed Transferred Asset or Excluded Asset, as applicable, pursuant to by paying the other provisions of this Section 6.1Final Purchase Price). (b) Each If, on or after the Closing Date and prior to the fourth anniversary of the Contributor Closing Date, either Purchaser or any Divesting Entity becomes aware that any of the Excluded Assets have been transferred to Purchaser, it shall promptly notify the other thereof and the Contributee Purchaser shall, or shall cause their respective Affiliates to, at the request of the other, execute and deliver to the other all such instruments and documents or further assurances as the other may reasonably request in order to (i) vest in NewCo all of the rights, title and interests of the Contributor and its Affiliates in and to the Contributed Assets as contemplated hereby, (ii) effectuate NewCo’s assumption of the Assumed Liabilities, (iii) vest in Contributee all rights, title and interest in and to the Contributed Interests, and (iv) grant to each Party all rights contemplated herein to be granted to such Party under the Transaction Documents. In the event any Contributed Assets or Contributed Interests remain vested in the Contributor or any of its Affiliates, the Contributor shall (or shall cause its applicable Affiliate to), transfer such Contributed Asset or Contributed Interests as soon as reasonably practicable thereafter, transfer to NewCo or Contributee (as applicable) or to their respective designee. The Contributor shall notify the Contributee as soon as reasonably practicable upon becoming aware that that there are any Contributed Assets or Contributed Interests in its possession or control or that of any of its Affiliates. In the event any Excluded Asset is vested in NewCo or any of its Affiliates following Closing, NewCo shall (or shall cause its applicable Affiliate to) transfer Divesting Entity such Excluded Asset as soon as reasonably practicable to the Contributor or its designee. The Contributee shall notify the Contributor as soon as reasonably practicable upon becoming aware that that there are Asset, with any Excluded Assets in NewConecessary Third Party Consent, at such Divesting Entity’s possession or control or that of any of its Affiliatessole expense. (c) In If, on or after the event that Closing Date, either party hereto shall receive any payments or other funds due to the Contributor receives other party pursuant to the terms of this Agreement or any invoices Ancillary Agreement, then the party receiving such funds shall, within 30 days after receipt of such funds, forward such funds to the proper party without a right of offset or withholding regarding such payments. If, on or after the Closing Date, either party hereto shall receive any invoice from any obligor a Third Party with respect to any Contributed Asset or Assumed Liabilityaccounts payable of the other party, then the Contributor party receiving such invoice shall, within thirty (30) days of 10 Business Days after receipt of such paymentinvoice, remit the full amount of provide such payment to NewCo. In the event that NewCo receives any payments from any obligor with respect to any Excluded Asset or Excluded Liability, then NewCo shall, within thirty (30) days of receipt of such payment, remit the full amount of such payment invoice to the Contributorproper party. (d) Upon From and after the terms Closing, without additional consideration, Seller shall, and subject to the conditions set forth in this Agreement, shall cause each of the Parties agrees other Divesting Entities to, promptly execute and deliver to use their respective commercially reasonable efforts to takePurchaser such certificates and other instruments of sale, or cause to be takenconveyance, or as appropriate to refrain from taking, all actionsassignment and transfer, and take such other action, as Purchaser may reasonably request from time to dotime to more effectively sell, convey, assign and transfer to and vest in Purchaser or cause to be done, or as appropriate to refrain from doing, all things reasonably necessary, proper or advisable to consummate, put Purchaser in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including (i) defending any Actions challenging this Agreement or otherwise seeking to enjoin or delay the consummation possession of the transactions contemplated by the Transaction Documents, (ii) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance or information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, and (iii) providing reasonable assistance or information to each other Party in respect of regulatory or other governmental filings and disclosures and otherwise compliance with applicable Law, to the extent such information is in the possession of such Party. Notwithstanding the foregoing, neither the Contributor nor any of its Affiliates will be obligated to make any payments, or otherwise pay any consideration, to any Third Party to obtain any applicable consent, waiver or approvalTransferred Assets.