Common use of Wrong Pockets; Mail & Other Communications; Payments Clause in Contracts

Wrong Pockets; Mail & Other Communications; Payments. (a) Subject to Section 2.5 (Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time) and Section 2.2(d) (Treatment of Shared Contracts), (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; or (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.

Wrong Pockets; Mail & Other Communications; Payments. (a) Subject to Section 2.5 (Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time) and Section 2.2(d) (Treatment of Shared Contracts), (i) if at any time within twenty-four (24) months after the applicable Relevant Time any either Party discovers that any Agriculture Product Asset is held by any member of the SpecCo Group, the MatCo IP RemainCo Group or any of their respective then-Affiliates, SpecCo and MatCo IP RemainCo shall, and shall cause the other members of their respective the IP RemainCo Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the transfer of the relevant Agriculture Product Asset to AgCo Product SpinCo or an Affiliate of AgCo Product SpinCo 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 Product SpinCo for no additional consideration; or (iiiii) if at any time within twenty-four (24) months after the applicable Relevant Time, any either Party discovers that any Specialty Products IP Asset is held by MatCo, AgCo any member of the Product SpinCo Group or any of their respective then-Affiliates, MatCo Product SpinCo shall, and AgCo shall cause the other members of the Product SpinCo Group and its and their respective then-Affiliates to use their respective reasonable best efforts to promptly procure the transfer of the relevant Specialty Products IP Asset to SpecCo IP RemainCo or an Affiliate of SpecCo IP RemainCo designated by SpecCo IP RemainCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo IP RemainCo nor any of their respective its Affiliates, in the case of clause (ii), neither SpecCo or AgCo Product SpinCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective its 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.

Wrong Pockets; Mail & Other Communications; Payments. (a) Subject to Section 2.5 2.8 (Transfers Not Effected On or Prior to the Effective TimeSpinco Distribution; Transfers Deemed Effective as of the Effective TimeSpinco Distribution) and Section 2.2(d2.4(a) (Treatment of Shared Contracts), (i) if at any time within twenty-four (24) months after the applicable Relevant Time Spinco Distribution any Party discovers that any Agriculture Spinco Asset is held by any member of the SpecCo Group, the MatCo Remainco Group or any of their respective then-Affiliates, SpecCo and MatCo Remainco shall, and shall cause the other members of their its 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 Spinco Asset to AgCo Spinco or an Affiliate of AgCo Spinco designated by AgCo Spinco for no additional consideration, consideration or (ii) if at any time within twenty-four (24) months after the MatCo Spinco Distribution, any Party discovers that any Materials Science Remainco Asset is held by SpecCo, AgCo any member of the Spinco Group or any of their respective then-Affiliates, SpecCo Spinco shall, and AgCo shall cause the other members of its respective Group and its respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the transfer of the relevant Materials Science Remainco Asset to MatCo Remainco or an Affiliate of MatCo Remainco designated by MatCo for no additional consideration; or (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 Remainco for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo Remainco nor any of their its respective Affiliates, or in the case of clause (ii), neither SpecCo or AgCo Spinco nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their its 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 partyThird 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.