Common use of Wrong Pockets Clause in Contracts

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. If, after Closing, (ia) any asset related to During the Core MTS Business or the Echo Business, as the case may be, as of six (6) month period following the Closing, has not been contributed if either the Buyer or otherwise transferred to the Company as required pursuant to Section 3.02any Selling Entity becomes aware that any right, Echo, the Echo Shareholders property 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 forming part of the Closing, Purchased Assets has not been transferred to and/or assumed by the Company as required pursuant Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to Section 3.02 or Section 3.03the Buyer, Echo, such Party shall promptly notify the Echo Shareholders or MCKother Party and the Parties shall, as the case may besoon as reasonably practicable thereafter, shall use commercially reasonable efforts to cause such liability (and any related propertyright, right property or asset) asset to be transferred at the expense of the Party that is seeking the assets to be transferred to it and assumed by with any necessary prior Consent, to (i) the Company as soon as practicable Buyer, in each the case for no additional consideration; provided that until such time (if any) of any right, property or asset forming part of the completion of any such transfer or assumption, as the case may be, the Parties shall cooperate to structure alternative arrangements reasonably acceptable Purchased Assets which was not transferred to the Parties under which the Company would obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit Buyer at 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 Closing, or (ii) the fifth (5th) anniversary applicable Selling Entity, in the case of any right, property or asset not forming part of the date 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 AgreementAgreement 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 Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise).

Wrong Pockets. 6.2.1 If, and to the extent applicable, any assets forming part of ST’s or NXP’s Relevant Businesses have not been transferred by ST or NXP, as applicable, to the Company, the relevant Party shall transfer these assets to the Company as soon as reasonably practicable after Closing, (i) any asset related at no additional costs. 6.2.2 If, and to the Core MTS Business extent applicable, assets not forming part of ST’s or NXP’s Relevant Businesses have been transferred by ST or NXP, as applicable, to the Echo BusinessCompany, the Company shall transfer these assets to the relevant Party as soon as reasonably practicable after Closing, at no additional costs. 6.2.3 Without detracting from the generality of Clause 6.2.2, if at any time after Closing, any Group Company receives any monies in respect of any NXP Receivables or ST Receivables, the Company shall procure that the relevant Group Company pays the amount received, less reasonable administrative expenses, to NXP or ST, as the case may be, as soon as reasonably practicable. 6.2.4 In the event that, in respect of the Closingdifferences between assumed and actual inventory levels, has not been contributed an adjustment payment is made by NXP or otherwise transferred to the Company as required pursuant to Section 3.02ST, Echo, the Echo Shareholders or MCKan Affiliate of NXP or ST, as the case may be, to an Affiliate of the Company, or vice versa, pursuant to a Local Transfer Agreement, and such payment would not have been due under this SCA, then the relevant Party shall cause pay such asset (and any related liability) to be transferred amount to the Company as soon as practicable Company, or (ii) any liability related to the Core MTS Business or the Echo Businessvice versa, as the case may be, so as of to place the Closing, has relevant Party and its Affiliates in such position as it would have been in had the payment under the relevant Local Transfer Agreement 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 Agreementmade.

Wrong Pockets. (a) If, after Closing, the Target Entities or any Company Subsidiary (i) owns any asset assets or rights; or (ii) is a party to any Contract, which immediately prior to Closing exclusively or primarily related to to, or was exclusively or primarily used in or for, the Core MTS Business Excluded Business, then (a) the Buyer 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 MCKSellers, as the case may be, shall cause as soon as reasonably practicable inform the other; and (b) the Buyer, subject to Section 7.17(c), undertakes to execute or procure the execution of such asset documents as may be reasonably necessary to procure the transfer of any such assets, rights or contracts for no consideration to a member of the Seller Group nominated by the Sellers; provided that the Sellers shall indemnify the Buyer and the Target Entities and each Company Subsidiary in relation to such transfer and in relation to such assets, rights or contracts (whether prior to or after Closing); and the Buyer shall, or shall ensure that the relevant entity shall, as soon as reasonably practicable, account to the Sellers for any related liability) benefit arising in relation to be any of the same and, pending such benefit being transferred to the member of the Seller Group, the benefit shall be held on trust by the Buyer or the Target Entities or Company Subsidiary (as soon as practicable applicable) on behalf of the member of the Seller Group nominated by the Sellers. (b) If, after Closing, any member of the Seller Group (i) owns any assets or rights; or (ii) is a party to any liability contract, which in the year prior to Closing exclusively or primarily related to to, or was exclusively or primarily used in or for, the Core MTS Business Target Business, then (A) the Sellers 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, Buyer 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 reasonably practicable inform the other; and (B) the Sellers, subject to Section 7.17(c), undertakes, if requested by the Buyer in each case writing, to execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets, rights or contracts for no additional considerationconsideration to the Target Entities or any Company Subsidiary as nominated by the Buyer; provided that until the Sellers shall indemnify the Buyer, the Target Entities and the Company Subsidiaries in relation to such time (if anytransfer; and the Sellers shall, or shall ensure that the relevant member(s) of the completion Seller Group shall, as soon as reasonably practicable, account to the member of the Target Entities or any Company Subsidiary as nominated by the Buyer for any benefit arising in relation to any of the same and, pending such benefit being transferred to the Target Entities or any Company Subsidiary as nominated by the Buyer, the benefit shall be held on trust by the relevant member(s) of the Seller Group on behalf of the Target Entities or any Company Subsidiary as nominated by the Buyer. (c) Where a consent, approval, authorization or waiver is required from any third party to transfer any assets, rights or assumptioncontracts under Section 7.17(a) or Section 7.17(b), the Buyer and the Sellers shall use all reasonable endeavors to obtain, or procure the Target Entities and the Company Subsidiaries or the Seller Group (as the case may be) to obtain, 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 any such consent, approval, authorization or waiver. Until such time as the relevant consent, approval, authorization or waiver is obtained: (i) neither the Buyer nor the Sellers shall have any obligation to comply with the transfer obligations in Section 7.17(a) or Section 7.17(b) in respect of such asset, claimright or Contract; and (ii) the Buyer and the Sellers undertake to perform, right, benefit and procure that the Target Entities or liability in accordance with this Agreement Company Subsidiary (as if the relevant transfer applicable) 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, Seller Group (as the case may be) performs, wouldthe obligations in respect of any such contract to the extent permitted by law. (d) If, after Closing, any member of the Seller Group, the Target Entities or the Company Subsidiaries (i) owns any assets or rights; or (ii) is a party to any contract, which immediately prior to Closing related to both the Target Business and the Excluded Business, each of the Buyer and the Sellers shall co-operate in good faith with a view to achieving a fair resolution for both the Target Business and the Excluded Business. (e) Following the Closing any cash received by the Sellers in respect of any accounts receivable set forth on the Closing Statement shall be paid to an agreementthe applicable Target Entities or Company Subsidiary. Any cash paid by the Sellers in respect of any accounts payable existing on the Closing Statement shall be reimbursed by the applicable Target Entity or Company Subsidiary to the Sellers. (f) Section 7.17(a) or Section 7.17(b) shall not apply to those assets, enforce property and rights the use or benefit of which is provided pursuant any of the other Transaction Documents. (g) This Section 7.17 is made for the benefit of, and at shall with the cost prior written consent of the CompanyBuyer be enforceable by, with the Target Entities and each 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 AgreementSubsidiary.

Wrong Pockets. If, after Closing, (ia) any asset related to During the Core MTS Business or the Echo Business, as the case may be, as of 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 contributed or otherwise transferred to the Company as required pursuant Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to Section 3.02the Buyer, Echo, such Party shall promptly notify the Echo Shareholders or MCKother Party and the Parties shall, as the case may besoon as reasonably practicable thereafter, shall use commercially reasonable efforts to cause such right, property or asset (and any related liabilityLiability) 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 Company as soon as practicable Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any liability related right, property or asset not forming part of the Excluded Assets which was transferred to the Core MTS Business or Buyer at the Echo Business, as the case may be, as of Closing. (b) From and after the Closing, has not been transferred to and/or assumed by if either the Company as required 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 Section 3.02 the terms of this Agreement or Section 3.03, Echoany other Transaction Document, the Echo Shareholders receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such funds or MCKproperty to, as the case may beother Party (and, shall cause such liability (and any related property, right or asset) to be transferred to and assumed by for the Company as soon as practicable in each case for no additional consideration; provided that until such time (if any) avoidance of the completion of any such transfer or assumption, as the case may bedoubt, the Parties shall cooperate to structure alternative arrangements reasonably acceptable to the Parties under which the Company would obtain the benefits acknowledge and assume the obligations agree that there is no right 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, offset with respect to an agreementsuch funds or property, enforce for 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 benefit and at the cost reasonable determination of the Companyreceiving Party, with intended for or otherwise the Company assuming 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 Person’s obligationsdocument or property to, the other Party. (c) From and after the Closing, if either the Buyer or any and all rights Selling Entity or any of such Person against their respective Affiliates pays any amount to any third party thereunder. The in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties shall reasonably cooperate acknowledge and agree that there is no right of offset with each other respect to such amount, whether in connection with the transfers contemplated by a dispute under this Section 3.05. This Section 3.05 shall terminate on the fifth (5th) anniversary of the date of this AgreementAgreement or any other Transaction Document or otherwise).