Common use of Misplaced Assets Clause in Contracts

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 Separation Date either party identifies any asset (the MISPLACED ASSET): (a) From held by FPHC or any of its Subsidiaries that is properly attributable to the appliances or finance business as carried on by the Fis▇▇▇ & Paykel Group prior to the Separation Date and by FPAH and its Subsidiaries on or after the Closing, Separation Date; or (b) held by FPAH or any of its Subsidiaries that is properly attributable to the extent healthcare business as carried on by the Fis▇▇▇ & Paykel Group prior to the Separation Date and by FPHC and its Subsidiaries on or after the Separation Date, it will notify the other not later than 30 days after the date on which such identification is determined that any made. The parties will then respectively procure the transfer and assignment with effect from the Separation Date of all the right, title or and interest in and to the Misplaced Asset to FPAH or FPHC respectively (or any Subsidiary thereof nominated by FPAH or FPHC (as applicable)) for fair market value as agreed by the parties and payable in cash not later than 30 days after the date on which notification of the Misplaced Asset pursuant 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 this clause 2.1 is received by the relevant Purchaser Affiliate (hereinafterparty. For this purpose, 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 AssetHolder shall, as soon as reasonably practicable, execute and deliver to the Business Holdco such person documents and take such steps as Purchaser shall direct on terms may be reasonably required by the Business Holdco to vest in the Business Holdco legal title to the Misplaced Asset; provided that if no consideration is provided such documents or steps are required, by any person for such transfer; and (iii) ABB or this clause, the relevant Asset Seller shall hold such Holder transfers and assigns, with effect as of the Separation Date, all its right, title and interest in and to the 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 SellerBusiness Holdco.