Mistaken Assignments and Assumptions. If at anytime there exists (i) Assets that either party discovers were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to VPG or retained by Vishay or (ii) Liabilities that either party discovers were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by VPG or not assumed by VPG or retained by the Vishay Group, then the parties shall cooperate in good faith to effect the transfer or retransfer of misallocated Assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the Assets to be transferred to or Liabilities to be assumed by VPG or retained by Vishay. Each party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed or retained hereby.
Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there may exist (i) Assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Palm or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Palm. The parties shall cooperate in good faith to effect the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by Palm. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby.
Mistaken Assignments and Assumptions. There may exist (i) assets that ------------------------------------ the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to the Company or retained by CSI or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by the Company or retained by CSI. The parties shall cooperate in good faith to effect the transfer or re-transfer of such assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party. Each party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the assets transferred hereby or any of the Liabilities assumed hereby.
Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the Parties to take place but which the Parties are not able to effect prior to the Separation Date, there may exist (i) Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Verigy or its Subsidiaries or retained by Agilent or its Subsidiaries or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Verigy or its Subsidiaries or not assumed by Verigy or its Subsidiaries. The Parties shall cooperate in good faith to effect the transfer or re-transfer of such Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses and/or the assumption or re- assumption of such Liabilities, to or by the appropriate Party and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties hereto with respect to the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses to be transferred to or Liabilities to be assumed by Verigy. Each Party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses transferred hereby or any of the Liabilities assumed hereby.
Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there may exist (i) Assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Roxio or retained by Adaptec or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Roxio or not assumed by Roxio. The parties shall cooperate in good faith to effect the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by Roxio. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any improper transfer or failure to transfer any Asset or any improper assumption or failure to assume any Liability.
Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the parties hereto to take place but which the parties are not able to effect on or prior to the Separation Date, there may exist (i) Assets that the parties hereto discovered were, contrary to the agreements between the parties hereto, by mistake or omission, transferred (or not transferred) to Buyer or (ii) Liabilities that the parties hereto discover were, contrary to the agreements between the parties hereto, by mistake or omission, assumed (or not assumed) by Buyer. The parties hereto shall cooperate in good faith to effect the transfer or re-transfer of such Assets and/or the assumption or re-assumption of such Liabilities.
Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Effective Time, there may exist (i) Assets that the parties discover were, contrary to the agreements between the parties, by mistake, unintentional omission or otherwise, transferred to Assignee or retained by Assignor or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake, unintentional omission or otherwise, assumed by Assignee or not assumed by Assignee. The parties shall cooperate in good faith to effect the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party.
Mistaken Assignments and Assumptions. Following the Closing, in the event that the parties discover (i) Assets that, contrary to the agreements between the parties, by mistake or omission, were transferred to LiveRamp or AMS, as applicable, or retained by AMS or LiveRamp, as applicable, or (ii) Liabilities that, contrary to the agreements between the parties, by mistake or omission, were assumed by LiveRamp or AMS, as applicable, or not assumed by LiveRamp or AMS, as applicable, the parties shall cooperate in good faith to (i) effect the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by LiveRamp or AMS, as applicable, and (ii) agree upon any reimbursements or financial adjustments reasonably necessary to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby.
Mistaken Assignments and Assumptions. Subsequent to the Separation Date, the Parties may discover that: (i) Assets were, contrary to the agreements between the Parties, by mistake or omission, transferred to Buyer or retained by Seller or (ii) Assumed Obligations were, contrary to the agreements between the Parties, by mistake or omission, assumed by Buyer or not assumed by Buyer. The Parties shall cooperate in good faith to effect the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Assumed Obligations, to or by the appropriate Party. Each Party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Assumed Obligations assumed hereby.
Mistaken Assignments and Assumptions. With respect to (i) Assets that the parties determine were transferred to SSI in contravention of this Agreement or the other Ancillary Agreements, or (ii) Liabilities that the parties determine were assumed by SSI in contravention of this Agreement or the other Ancillary Agreements, the parties shall cooperate in good faith to effect as promptly as practicable the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party so as to effect the original intent of the parties hereto. Each party shall, in its sole discretion, either reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby.
