Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. If, following the Closing, either Buyer, on the one hand, or the Sellers, on the other hand, becomes aware that any of the Acquired Assets or Assumed Liabilities has not been transferred to Buyer or its Affiliate or that any of the Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate (other than as contemplated in the Transaction Documents), Buyer or the Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to (a) Buyer or its applicable Affiliate, in the case of any Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (b) the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree that, after the Closing Date, (x) if Buyer or any of its Affiliates receives any payment in respect of any Accounts Receivable, Buyer shall hold and shall promptly transfer and deliver such payment to the Sellers (to an account designated by the Sellers), from time to time as and when received by Buyer and in the currency received, and Buyer shall account to the Sellers for all such receipts, and (y) Buyer shall promptly deliver to the Sellers any invoice Buyer or any of its Affiliates receives in respect of any Accounts Payable and the Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the Sellers agree that, after the Closing Date, if any of the Sellers or their Affiliates receive any payment in respect of any Acquired Assets, the applicable Seller (or Affiliate) shall hold and shall promptly transfer and deliver such payment to the Buyer as and when received by such Seller and in the currency received, and the Sellers shall account to the Buyer for all such receipts.

Wrong Pockets. If, following (a) From and after the Closing, either Buyerif Seller or any of its Affiliates receive or collect any cash funds from a third party arising from any accounts receivable of the Business or the Acquired Companies, Seller shall, and shall cause its Controlled Affiliate to, remit such cash funds to Buyer within five (5) Business Days after its receipt thereof. From and after the Closing, if Buyer or any of its Affiliates receive or collect any cash funds from a third party relating to Seller or its Affiliates (other than the Acquired Companies or the Business), Buyer or its applicable Affiliate shall remit any such funds to Seller within five (5) Business Days after its receipt thereof. (b) After the Closing Date, each of Seller, Buyer and their respective Subsidiaries may receive mail and packages properly belonging to the other (or the other’s Subsidiaries). Accordingly, at all times after the Closing Date, each of Seller and Buyer and their respective Subsidiaries authorizes Seller and its Subsidiaries, on the one hand, or the SellersBuyer and its Subsidiaries, on the other hand, becomes aware that as the case may be, to receive (acting solely as agent for the other party) all mail and packages received by it and not unambiguously intended for such other party (or its Subsidiaries) or any of such other party’s (or its Subsidiaries’) officers or directors, and to the Acquired Assets extent that they do not relate to the business of the receiving party, the receiving party shall promptly deliver such mail or Assumed Liabilities has packages (or, in case the same relate to both businesses, copies thereof) to the other party, net of the receiving party’s reasonable out-of-pocket costs incurred to effect such delivery. The provisions of this Section 8.7(b) are not been transferred to intended to, and shall not be deemed to, constitute an authorization by any of Seller, Buyer or their respective Subsidiaries to (i) permit the other to accept service of process on its Affiliate behalf and neither party is or that any shall be deemed to be the agent of the Excluded Assets other for service of process purposes or Excluded Liabilities has been transferred (ii) waive any rights or privileges in respect of any such mail or package or the information contained therein. (c) Notwithstanding anything in this Agreement to Buyer the contrary, from and after the Closing, to the extent that (i) any Intellectual Property Right of Holdings, Seller or its Affiliate their Subsidiaries (other than as contemplated the Acquired Companies) that was developed for the Acquired Companies’ operation of the Business, and has been used solely and exclusively in the Transaction Documents), Buyer or Acquired Companies’ operation of the Sellers, as applicable, shall promptly notify Business during the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary eighteen (18)-month period prior Third Party Consent, to (a) Buyer or its applicable Affiliate, in the case of any Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (b) the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree that, after the Closing Date, or (xii) if any other asset of Holdings, Seller or their Subsidiaries (other than the Acquired Companies) that has been used solely and exclusively in the Acquired Companies’ operation of the Business during the eighteen (18)-month period prior to the Closing Date, was not transferred, or cannot be transferred in accordance with the applicable Contract terms or regulations, to the Acquired Companies or otherwise transferred or conveyed to Buyer prior to or any at the Closing, upon Buyer’s identification of its Affiliates receives any payment in respect the existence of any Accounts Receivablesuch asset and written notice to Seller thereof, Buyer shall hold Seller shall, and shall promptly transfer cause Holdings and their Subsidiaries to, use reasonable best efforts to assign, transfer, convey and deliver such payment asset to the Sellers (to an account designated by the Sellers), from time to time as and when received by Buyer and in the currency receivedBuyer, and Buyer shall account use reasonable best efforts to the Sellers for assume all such receipts, liabilities and (y) Buyer shall promptly deliver to the Sellers any invoice Buyer or any of its Affiliates receives obligations in respect of such asset, without additional consideration payable by Buyer, and will provide Buyer with the benefits (economic or otherwise), and, following the valid transfer of such asset, Buyer will indemnify Seller and its Affiliates for any Accounts Payable liabilities and obligations in respect of such asset (economic or otherwise), thereunder until such transfer is consummated. This Section 8.7 shall expire on the Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the Sellers agree that, after one (1) year anniversary of the Closing Date, if any of the Sellers or their Affiliates receive any payment in respect of any Acquired Assets, the applicable Seller (or Affiliate) shall hold and shall promptly transfer and deliver such payment to the Buyer as and when received by such Seller and in the currency received, and the Sellers shall account to the Buyer for all such receipts.

Wrong Pockets. IfUntil the first anniversary of the Closing Date, following the Closing, if either Buyer, on the one hand, or the Sellers, on the other hand, becomes aware that any of the Acquired Assets or Assumed Liabilities has not been transferred to Buyer or any of its Affiliate Affiliates or that any of the Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate Affiliates (other than as contemplated in the Transaction Documents), Buyer or the Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to (ai) Buyer or its applicable Affiliate, in the case of any Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (bii) the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree Buyer agrees that, after the Closing Date, (xw) if Buyer or any of its Affiliates receives any payment in respect of any Accounts Receivablethat is an Excluded Asset, Buyer shall hold and shall promptly transfer and deliver such payment to the Sellers (to at an account designated by the Sellers), from time to time as and when received by Buyer or its Affiliate and in the currency received, and Buyer shall account to the Sellers for all such receipts, (x) if Sellers or any of their Affiliates receive any payment that is an Acquired Asset, the applicable Seller shall hold and shall promptly transfer and deliver such payment to Buyer (at an account designated by Buyer), from time to time as and when received by Sellers or their Affiliates and in the currency received, and Sellers shall account to Buyer for all such receipts, (y) Buyer shall promptly deliver to the Sellers any invoice Buyer or any of its Affiliates receives in respect of any Accounts Payable account payable that is an Excluded Liability and the (z) Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the deliver to Buyer any invoice Sellers agree that, after the Closing Date, if or any of the Sellers or their Affiliates receive any payment in respect of any Acquired Assets, the applicable Seller (or Affiliate) shall hold and shall promptly transfer and deliver such payment to the Buyer as and when received by such Seller and in the currency received, and the Sellers shall account to the Buyer for all such receiptsaccounts payable that is an Assumed Liability.

Wrong Pockets. If, following the Closing, either Buyer, on the one hand, or the Sellers, on the other hand, becomes aware that any of the Acquired Assets or Assumed Liabilities has not been transferred to Buyer or its Affiliate or that any of the Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate (other than as contemplated in the Transaction Documents), Buyer or the Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to (a) Buyer or its applicable AffiliateSubject to Section 2.3 (Treatment of Commingled Contracts) and Section 2.6 (Nonassignability of Assets and Liabilities), in if after the case of Distribution (i) any Acquired Party discovers that any SpinCo Asset or Assumed Liability which was not transferred any Registered Intellectual Property that is primarily used, practiced, held for the use or practice of, or necessary for the conduct of the SpinCo Business is held by any member of the RemainCo Group or any of their respective then-Affiliates, (A) such Party shall provide notice to Buyer at the Closing; other Party of such SpinCo Asset or Registered Intellectual Property and (B) RemainCo shall, and 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 SpinCo Asset and all earnings to the extent arising from such SpinCo Asset from the time of the Distribution until the time of such transfer to SpinCo or an Affiliate of SpinCo designated by SpinCo, for no additional consideration, or (bii) any Party discovers that any Asset owned or held by the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree that, after the Closing Date, (x) if Buyer Company or any of its Affiliates receives Subsidiaries prior to the Closing, or any payment in respect Registered Intellectual Property (other than the “Inhibrx” name and mark, other Licensed Names and Marks, and any goodwill and common law rights thereto) that is necessary for the conduct of, primarily used, practiced, held for the use or practice of the 101 Business is held by any Accounts Receivablemember of the SpinCo Group or any of their respective then-Affiliates, Buyer (A) such Party shall hold provide notice to the other Party of such RemainCo Asset, Registered Intellectual Property or other Asset and (B) SpinCo shall, and shall cause the other members of its respective Group and its respective then-Affiliates to, use their respective reasonable best efforts to promptly transfer procure the Transfer of the relevant RemainCo Asset or other Asset and deliver such payment all earnings to the Sellers (extent arising from such RemainCo Asset or other Asset from the time of the Distribution until the time of such transfer to the Company or an account Affiliate of the Company designated by the Sellers)Company, from time to time for no additional consideration. 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. For the avoidance of doubt, any Asset that is necessary for both the 101 Business and when received by Buyer and SpinCo Business shall be treated as a RemainCo Asset. For clarity, in the currency receivedevent that any Asset set forth in Section 2.7(a)(ii) is held by a former Affiliate of the SpinCo Group, and Buyer SpinCo shall account use reasonable best efforts to obtain the Sellers for all rights to such receipts, and Asset back from such former Affiliate (y) Buyer shall promptly deliver to the Sellers any invoice Buyer or any of its Affiliates receives in respect of any Accounts Payable and the Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the Sellers agree that, after the Closing Date, if any of the Sellers applicable successor or their Affiliates receive any payment in respect of any Acquired Assets, the applicable Seller (or Affiliate) shall hold and shall promptly transfer and deliver such payment to the Buyer as and when received by such Seller and in the currency received, and the Sellers shall account to the Buyer for all such receiptsassign).

Wrong Pockets. If, following on or after the Closing, either Buyer, on the one hand, or the Sellers, on the other hand, becomes aware that any of the Acquired Assets or Assumed Liabilities has not been transferred to Buyer or its Affiliate or that any of the Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate (other than as contemplated in the Transaction Documents)Closing Date, Buyer or the Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to Affiliate of Buyer (a) Buyer or its applicable Affiliate, in the case of any Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (b) the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree thatincluding, after the Closing Date, the Company) (xi) if receives any remittance from any account debtors with respect to any accounts or other receivable or (ii) makes a payment to any third party with respect to any accounts or other payable, in each case, relating to any part of the Seller’s or its Affiliates’ businesses (other than the Business or the Company), then, in the case of clause (i), Buyer or such Affiliate of Buyer, as applicable, shall endorse such remittance to the order of Seller or its Affiliate and forward it to Seller or its Affiliate promptly following receipt thereof or otherwise have such amount promptly delivered to Seller or its Affiliate and, in the case of clause (ii), Seller or its Affiliate shall reimburse Buyer or such Affiliate of Buyer for such payment promptly following notice thereof. If, on or after the Closing Date, Seller or any of its Affiliates (x) receives any payment in remittance from any account debtors with respect of to any Accounts Receivable, Buyer shall hold and shall promptly transfer and deliver such payment to the Sellers (to an account designated by the Sellers), from time to time as and when received by Buyer and in the currency received, and Buyer shall account to the Sellers for all such receipts, and accounts or other receivable or (y) Buyer shall promptly deliver makes a payment to any third party with respect to any accounts or other payable, in each case, relating to the Sellers any invoice Business or the Company, then, in the case of clause (x), Seller or such Affiliate, as applicable, shall endorse such remittance to the order of Buyer or any such Affiliate and forward it to Buyer or such Affiliate promptly following receipt thereof or otherwise have such amount promptly delivered to Buyer or such Affiliate and, in the case of its Affiliates receives clause (y), Buyer or such Affiliate shall reimburse Seller or such Affiliate of Seller for such payment promptly following notice thereof. The Parties shall cooperate with each other in respect connection with the foregoing and to facilitate the transition of any Accounts Payable collections as promptly as practicable. The Parties acknowledge and agree there is no right of offset regarding such payments and a Party may not withhold funds received from third parties for the Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the Sellers agree that, after the Closing Date, if any account of the Sellers or their Affiliates receive any payment in respect of any Acquired Assets, the applicable Seller (or Affiliate) shall hold and shall promptly transfer and deliver such payment to the Buyer as and when received by such Seller and other Party in the currency received, and the Sellers shall account event there is a dispute regarding any other issue under any agreement to the Buyer for all such receiptswhich they are a Party.