Common use of Misallocations Clause in Contracts

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”), such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset or Delayed Transferred Parent Asset shall not cause such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(c) shall only apply to Post-Separation Transferred Assets and Liabilities following the applicable Post-Separation Effective Times.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated (including, for the avoidance of doubt, any cash amount required to the other be contributed by one Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any the other in accordance with the Plan of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”Reorganization), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”)Agreement, such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset For the avoidance of doubt, in the event that at any time or Delayed Transferred Parent Asset shall not cause from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(cParty’s respective Group) shall only apply make a payment in respect of any Liability that the Parties agree is allocated to Post-Separation Transferred Assets and Liabilities following the applicable Post-Separation Effective Timesother Party (or any member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. In Subject to Section 2.4, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one a Party discovers that it (or any other member of such Party’s Group) shall receive has received or otherwise possess possesses any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall as promptly transferas reasonably practicable Transfer, or cause to be transferredTransferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto for no further consideration and without reimbursement or set-off, and such Party (or member of such Party’s Group) shall accept ownership of such Misallocated Asset. Prior to any such transferTransfer, the Person Party (or member of such Party’s Group) receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for the use and benefit of such other PersonParty (or member of such Party’s Group) (at the expense of the Party entitled thereto). In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”)Agreement, such Party shall promptly transferTransfer, or cause to be transferredTransferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated LiabilityLiability for no further consideration and without reimbursement or set-off. Status as a Delayed Transferred SpinCo Asset or Delayed Transferred Parent Asset shall not cause If reasonably practicable and permitted under applicable Law, any such Asset Transfer pursuant to be considered a Misallocated Asset. The provisions of this Section 2.1(c) shall only apply to Post-Separation Transferred Assets and Liabilities following may be effected by rescission of the applicable Post-Separation Effective Timesportion of a Transfer Document as may be agreed by the relevant Parties.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s respective Group) shall receive or otherwise possess any Asset that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being should have been allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”)Agreement, such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset For the avoidance of doubt, in the event that at any time or Delayed Transferred Parent Asset shall not cause from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(cParty’s respective Group) shall only apply make a payment in respect of any Liability that the Parties agree is allocated to Post-Separation Transferred Assets and Liabilities following the applicable Post-Separation Effective Timesother Party pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Division Effective Time or the Merger Effective Time, as applicable), one Party (or any other member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to the Plan of Division, this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Division Effective Time or the Merger Effective Time, as applicable), one Party hereto (or any other member of such Party’s respective Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to the Plan of Division, this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”)Agreement, such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset or Delayed Transferred Parent Asset shall not cause such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(c) shall only apply to Post-Separation Transferred Assets and Liabilities following the applicable Post-Separation Effective Times.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated (including, for the avoidance of doubt, any cash amount required to be contributed by one Party to the other Party (or any member in accordance with the Plan of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”Reorganization), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”)Agreement, such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset For the avoidance of doubt, in the event that at any time or Delayed Transferred Parent Asset shall not cause from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(cParty’s respective Group) shall only apply make a payment in respect of any Liability that the Parties agree is allocated to Post-Separation Transferred Assets and Liabilities following the applicable Post-Separation Effective Timesother Party pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any other member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”)Agreement, such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset For the avoidance of doubt, in the event that at any time or Delayed Transferred Parent Asset shall not cause from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any member of such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(cParty’s respective Group) shall only apply make a payment in respect of any Liability that the Parties agree is allocated to Post-Separation Transferred the other Party (or any member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable. To the extent that any Party receives any mail or packages addressed to another Party and such mail is not relating solely to the Assets and or Liabilities following the applicable Post-Separation Effective Timestransferred to such Party pursuant to this Agreement, such Party shall promptly deliver such mail or packages to such other Party.

Misallocations. In the event that If at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s Group) shall receive receives or otherwise possess possesses any Asset that is or should have been allocated to the other Party (or any other member of such other Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall will promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other such member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall will accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall will hold such Misallocated Asset in trust for such other Person. In the event that that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s Group) shall receive receives or otherwise assume is obligated for any Liability that is or should have been allocated to the other another unaffiliated Party (or any the other applicable member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement Agreement, such Party will promptly transfer, or is specifically identified as being allocated cause to be transferred, such Liability to the Party (or to such member of such Party’s Group) responsible therefor, and the Party (or other member of such Party’s Group) responsible therefor will accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to otherwise, such other Party shall reimburse the first Party (or any other member for the amount so paid as promptly as is reasonably practicable following delivery of written evidence of such Party’s Group) (such Liability, a “Misallocated Liability”), such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset or Delayed Transferred Parent Asset shall not cause such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(c) shall only apply to Post-Separation Transferred Assets and Liabilities following the applicable Post-Separation Effective Timespayment.