Wrong Box Asset Sample Clauses

Wrong Box Asset. (a) After Closing, if Trinity or any of its Affiliates holds or owns a Transferring Asset or if Stago or any of its Affiliates owns an Asset that is not a Transferring Asset and which was inadvertently transferred (or inadvertently not transferred) as part of the Transaction (in either case, a “Wrong Box Asset”), the person holding such asset (the “Wrong Box Asset Holder”) shall be deemed to hold the Wrong Box Asset on behalf of Stago if the Wrong Box Asset is part of the Seller Group or on behalf of Trinity if the Wrong Box Asset Holder is part of the Purchaser Group, and the Wrong Box Asset Holder shall, at the other Party’s request, as soon as practicable and to the extent possible for no further consideration to the appropriate Party, use its best efforts to execute all such deeds or documents as may be necessary for the purpose of transferring (free of any Encumbrance) the relevant interest in the Wrong Box Asset to Stago or to any Affiliate it may designate if the Wrong Box Asset is part of the Seller Group or to Trinity or to any Affiliate it may designate if the Wrong Box Asset Holder is part of the Purchaser Group. Costs associated with the foregoing undertakings shall be borne by the party who would otherwise have incurred these costs if the actions were taken on Closing. (b) Each of Trinity and Stago shall notify the other promptly upon it coming to its attention that any Wrong Box Asset is in its possession or control or in the possession or control of any of its Affiliates. (c) The provisions set forth in Section 6.3(b) and 6.3(d) relating to the management of Business Assets not transferred at Closing shall apply mutatis mutandis to the Wrong Box Assets until their transfer to the appropriate party.

Related to Wrong Box Asset

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Income Collection, Transaction Processing, Account Administration of a basis point per annum on the average net assets of the Fund.

  • Liability of Foreign Sub-Custodians and Foreign Securities Systems Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At each Fund's election, a Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that a Fund and any applicable series have not been made whole for any such loss, damage, cost, expense, liability or claim.

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • What if I Pledge My Account? If you use (pledge) all or part of your ▇▇▇▇ ▇▇▇ as security for a loan, your account may lose its tax-favored status.