Common use of Wrong Pockets Clause in Contracts

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 exploited pending transfer pursuant to sub-clause (B); and (B) Xxxxxxx shall transfer or assign, or procure that any other Xxxxxxx Group Company shall transfer or assign, its interest in such property, business, asset or right in Business Information to Prudential, or such other Prudential Group Company as Prudential shall nominate, for no consideration. Save with respect to any rights in the PRUDENTIAL/PRU Names and Marks, if the relevant property, business, asset or right in Business Information was not used prior to Completion exclusively by a Prudential Group Company in the Prudential Business but was also used in part by a Xxxxxxx Group Company in the Xxxxxxx Business, then this clause 16.2 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 Prudential Group Company by severance or some other appropriate means (including, without limitation, by way of a licence).

Wrong Pockets. 16.1 Subject to clauses 9 and 23.3 after Completion, if a party notifies 11.1 To the other party extent 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, thentitle to: (A) Prudential any Excluded Asset; (B) any asset (including, for the avoidance of doubt, any contract, Intellectual Property, Business Information and any associated goodwill) which was not used predominantly in the GKN Driveline Business (as compared to its use by the Retained Group as a whole) in the 12 months prior to the Share Purchase Time (and ignoring the effect of any sale or disposal of the Retained Group’s Aerospace or Powder Metallurgy divisions that occurs within such other Prudential period); or (C) any trade xxxx which includes or consists of any of the Retained Marks, is acquired, or has the effect of being acquired, by SpinCo’s Group Company shall immediately under this Agreement (directly or indirectly), SpinCo covenants to procure (subject to any necessary third party consent being obtained, having taken reasonable endeavours to procure such consent) that any such asset is promptly transferred to such member of the Retained Group as GKN may specify for a negligible sum and, from the Share Purchase Time, is held on trust (to the extent permitted by law or pursuant to the terms of the relevant interest contract) for GKN pending such transfer for no further consideration provided that, if the relevant asset has more than negligible value the parties shall discuss in such propertygood faith whether and to what extent the Cash Consideration should be reallocated. 11.2 To the extent that title to any asset (including, businessfor the avoidance of doubt, asset or right in any contract, Intellectual Property, Business Information and any associated goodwill) owned by a member of the Retained Group which was used predominantly in the GKN Driveline Business (as compared to its use by the Retained Group as a whole) in the 12 months prior to the Share Purchase Time (and ignoring the effect of any sale or disposal of the Retained Group’s Aerospace or Powder Metallurgy divisions that occurs within such period), other than an Excluded Asset, is preserved and not exploited pending transfer acquired, or has the effect of not being acquired, by SpinCo’s Group under this Agreement (directly or indirectly), GKN covenants to procure (subject to any necessary third party consent being obtained, having taken reasonable endeavours to procure such consent) that any such asset is promptly transferred to such member of the GKN Driveline Group as SpinCo may specify for a negligible sum and, from the Share Purchase Time, is held on trust (to the extent permitted by law or pursuant to sub-the terms of the relevant contract) for the relevant member of the GKN Driveline Group pending such transfer for no further consideration provided that, if the relevant asset has more than negligible value the parties shall discuss in good faith whether and to what extent the Cash Consideration should be reallocated. 11.3 The operation of this clause 11: (B)A) in relation to the Shared Business Contracts shall be subject to clause 9; 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 relation 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 employees shall be modified as appropriate so as subject 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 Schedule 11 (including, without limitation, by way of a licenceEmployees). 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 exploited pending transfer pursuant to sub-clause (B); and (B) Xxxxxxx shall transfer or assign, or procure that any other Xxxxxxx Group Company shall transfer or assign, its interest in such property, business, asset or right in Business Information to Prudential, or such other Prudential Group Company as Prudential shall nominate, for no consideration. Save with respect to any rights in the PRUDENTIAL/PRU Names and Marks, if the relevant property, business, asset or right in Business Information was not used prior to Completion exclusively by a Prudential Group Company in the Prudential Business but was also used in part by a Xxxxxxx Group Company in the Xxxxxxx Business, then this clause 16.2 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 Prudential Group Company by severance or some other appropriate means (including, without limitation, by way of a licence).

Wrong Pockets. 16.1 Subject (1) If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior to clauses 9 the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or vested in a member of the Retained Group in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and 23.3 does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). (3) If at any time after Completion, if a either party notifies becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any propertyreal property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, business then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a Group Company nominated by the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other asset party. (whether tangible or intangible6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, 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: then (i) used prior the recipient shall promptly provide to Completion exclusively by any Xxxxxxx Group Company in the Xxxxxxx Business; or payer a valid VAT invoice, and (ii) properly should be regarded as part of except where the Xxxxxxx Businessreverse charge procedure applies, 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 subject to the relevant Xxxxxxx Group Company by severance or some other appropriate means (including, without limitation, by way provision 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 valid VAT invoice in Business Information, which were either: accordance with (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 in addition to that payment the payer 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) Xxxxxxx shall transfer or assign, or procure that any other Xxxxxxx Group Company shall transfer or assign, its interest in such property, business, asset or right in Business Information to Prudential, or such other Prudential Group Company as Prudential shall nominate, for no consideration. Save with respect to any rights in the PRUDENTIAL/PRU Names and Marks, if the relevant property, business, asset or right in Business Information was not used prior to Completion exclusively by a Prudential Group Company in the Prudential Business but was also used in part by a Xxxxxxx Group Company in the Xxxxxxx Business, then this clause 16.2 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 pay to the relevant Prudential Group Company by severance or some other appropriate means (including, without limitation, by way of a licence)recipient any VAT due.