Misplaced Assets Clause Samples
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Misplaced Assets. If after the Closing, Purchaser in good faith identifies in writing to Seller any asset of Seller properly transferable as a Transferred Asset (except for the Excluded Assets expressly contemplated in Sections 2.1(c)(i) through 2.1(c)(x)) that was not included in the Transferred Assets transferred at the Closing (any such asset, an “Additional Asset”), then Seller will, as promptly as practicable after written notice by Purchaser, transfer, convey, assign, deliver, or cause to be transferred, conveyed, assigned, or delivered to Purchaser or its Affiliates, all right, title and interest of Seller in and to such Additional Asset which is transferable, and such Additional Assets shall be deemed to be Transferred Assets for purposes of this Agreement (without any additional consideration payable by Purchaser) and any applicable Ancillary Agreements, effective as of the date of transfer, conveyance, assignment, or delivery. If within thirty (30) days after the Closing, Seller specifically identifies in writing to Purchaser an Excluded Asset that was transferred, conveyed, assigned, or delivered inadvertently by Seller pursuant to this Agreement or the Ancillary Agreements, then Purchaser will as promptly as practicable after written notice by Seller, transfer, convey, assign, or deliver back or cause to be transferred, conveyed, assigned or delivered back to Seller all such transferred right, title and interest of Purchaser and its Subsidiaries in and to such Excluded Asset which is transferable.
Misplaced Assets. Following the Completion Date, if either party becomes aware that Proprietor owns, directly or indirectly, any asset that ought properly to have been transitioned under this agreement (Misplaced Asset) then that party must promptly notify the other party, and provided the Proprietor and MACS are satisfied (acting reasonably and in good faith) that the Misplaced Asset ought to have been so transitioned under this agreement, then:
(a) MACS may by written notice request the Proprietor to use reasonable endeavours to procure the transition of the relevant Misplaced Asset for nil consideration at the direction of MACS, including executing (or procuring the execution of) all such documents as may be necessary for the purpose of transitioning all rights, title and interest (as applicable) in the Misplaced Asset to MACS; and
(b) the Proprietor undertakes to do so.
Misplaced Assets. (a) From and after the Closing, to the extent it is determined that any right, title or interest in or to any Purchased Asset (excluding contracts for which a third party consent has not been received) has not been transferred to, or has not vested in, Purchaser or the relevant Purchaser Affiliate (hereinafter, a “Misplaced Asset”) and Purchaser gives ABB written notice of the same:
(i) ABB shall provide such assistance (at ABB’s cost) to Purchaser or such OGP Purchaser as Purchaser reasonably requires for the purposes of Section 5.18(a)(ii) below;
(ii) ABB shall transfer, or procure the transfer of, such Misplaced Asset together with any benefit or sum (net of tax and other reasonable out-of-pocket expenses) accruing to Purchaser or an OGP Purchaser as a result of holding such Misplaced Asset, as soon as practicable, to such person as Purchaser shall direct on terms that no consideration is provided by any person for such transfer; and
(iii) ABB or the relevant Asset Seller shall hold such Misplaced Asset in trust for Purchaser or the relevant OGP Purchaser until title in such Misplaced Asset is effectively vested in Purchaser or the OGP Purchaser.
(b) From and after the Closing, to the extent it is determined that an asset which does not form part of the Purchased Assets has been transferred to, or has vested in, Purchaser or a Purchaser Affiliate and ABB gives Purchaser written notice of the same:
(i) Purchaser shall provide such assistance to ABB (at Purchaser’s cost) or such of the Asset Sellers as ABB reasonably requires for the purposes of Section 5.18(b)(ii) below;
(ii) Purchaser shall transfer, or procure the transfer of, such asset, together with any benefit or sum (net of tax and other reasonable out-of-pocket expenses) accruing to ABB or one of the Asset Sellers as a result of holding such asset, as soon as practicable, to such person as ABB shall direct on terms that no consideration is provided by any person for such transfer; and
(iii) Purchaser or the relevant OGP Purchaser shall hold such asset in trust for ABB or the relevant Asset Seller until title in such asset is effectively vested in ABB or the Asset Seller.
Misplaced Assets. If after the Closing, either Buyer or Seller determines in good faith and mutually agree that (i) any asset of Seller used in the Business was incorrectly omitted from Purchased Assets and should have been transferred to Buyer, or (ii) any asset transferred to Buyer was incorrectly omitted from Excluded Assets and should not have been transferred to Buyer (each, a “Misplaced Asset”), then the Parties will promptly transfer, convey, assign, deliver, or cause to be transferred, conveyed, assigned, or delivered to the other party, as appropriate, all right, title and interest in such Misplaced Asset, and such Misplaced Asset shall be deemed to be a Purchased Asset or Excluded Asset, as applicable, for purposes of this Agreement without any additional consideration or deduction from the Purchase Price.