Wrong box items Clause Samples
Wrong box items. If during a period of 12 (twelve) months from the Closing Date in respect of certain items of which it is evident that they belong to the business of the Group Companies, with the exception of items in connection with asset management, it appears that the title thereto at the time of Closing was held by another entity instead of any of the Group Companies, or in respect of certain items and/or liabilities of which it is evident that they do not belong to the business of the Group Companies it appears that the title thereto was at the time of Closing held by any of the Group Companies instead of another entity of the Aegon Group, such items and/or liabilities shall be transferred by Aegon to ASR, or, at the option of ASR to the relevant member of the ASR Group, or by ASR or the relevant Group Company to Aegon or, at the option of Aegon, to the relevant member of the Aegon Group, as the case may be, without any adjustment of the Consideration and without any consideration being due in relation to such transfer (as such consideration is deemed to have been part of the Consideration).
Wrong box items. If in respect of certain items of which it is evident that they belong to the (business of) the Company it appears that the title thereto at the time of Closing was held by another entity of the Seller Group instead of the Company, or in respect of certain items and/or liabilities of which it is evident that they do not belong to the (business of) the Company it appears that the title thereto was at the time of Closing held by the Company instead of another entity of the Seller Group, such items and/or liabilities shall be transferred by the Seller to the Purchaser, or, at the option of the Purchaser to the relevant member of the Purchaser Group, or by the Purchaser or the Company to the Seller, as the case may be, without any adjustment of the Purchase Price and without any consideration being due in relation to such transfer (as such consideration is deemed to have been part of the Purchase Price).
Wrong box items. If during a period of [***] from Closing in respect of any assets and/or liabilities directly relating to the Compound or required to conduct the business of the Company it appears that the title thereto at the Closing Date was held by any entity of the Seller Group other than the Company and which were transferred thereto by the Company during the Seller Holding Period, or in respect of any assets and/or liabilities which do not directly relate to the Compound and are not required to conduct the business of the Company it appears that the title thereto was at the Closing Date held by the Company instead of another entity of the Seller Group and such asset or liability was transferred to the Company by the Seller Group during the Seller Holding Period, such items and/or liabilities shall, unless otherwise agreed by the Parties in writing, be transferred by the Seller Group to the Purchaser, or at the option of the Purchaser to the Company, or by the Purchaser or the Company to the Seller Group, as the case may be, without any further consideration being due in relation to such transfer.