Wrong Pocket Assets and Liabilities Sample Clauses
The "Wrong Pocket Assets and Liabilities" clause ensures that any assets or liabilities mistakenly left out of a transaction, or inadvertently included when they should not have been, are properly transferred to the correct party after the deal closes. In practice, if an asset intended to be sold remains with the seller, or a liability not meant to be assumed is transferred to the buyer, this clause obligates the parties to cooperate and make the necessary adjustments. Its core function is to prevent disputes and ensure that the transaction reflects the parties' true intentions, thereby promoting fairness and accuracy in the transfer of assets and liabilities.
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Wrong Pocket Assets and Liabilities. Upon the terms and conditions set forth in this Agreement and the other Transaction Documents, if, following the Closing (but subject to Section 2.12) (a) any Purchased Asset or Assumed Liability remained with Seller, any other Seller Entity or any other Subsidiary of Seller, Seller, such Seller Entity or such Subsidiary (as the case may be) shall transfer without effect on the Purchase Price, such Purchased Asset or Assumed Liability as soon as reasonably practicable to Purchaser (or Purchaser’s designees) and Purchaser (or Purchaser’s designees, as the case may be) shall accept any such Purchased Asset and assume any such Assumed Liability, and (b) any asset that is not a Purchased Asset or Liability that is not an Assumed Liability has transferred to Purchaser in deviation from the terms and conditions of this Agreement or any other Transaction Document, Purchaser or its designees, as applicable, shall transfer without effect on the Purchase Price, such asset or Liability as soon as reasonably practicable to Seller or the applicable Seller Entity as directed by Seller, and Seller or the applicable Seller Entity shall accept any such asset and assume any such Liability. Prior to any such transfer, the Person receiving or possessing such Purchased Asset or Assumed Liability, or other asset or Liability, as the case may be, shall hold such asset or Liability in trust for or on behalf of the Person to which it shall be transferred pursuant to this Section 2.14.
Wrong Pocket Assets and Liabilities. (a) If, within eighteen (18) months following the Closing, any person discovers that any right, title or interest in any asset either (x) to the extent primarily used in the business of the Companies as of the date hereof or the Closing that is not owned by a Company or (y) to the extent primarily used in the business of Grupo Modelo and its Affiliates other than the Companies as of the date hereof or the Closing (a “Wrong Pocket Asset”) is not held by, or a corresponding liability (a “Wrong Pocket Liability”) was not assumed by, the appropriate person (the “Right Pocket”, and the person holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing consented to by the Right Pocket or as contemplated by this Agreement:
(i) The parties to this Agreement shall cause any of their Affiliates holding such right, title or interest in a Wrong Pocket Asset to transfer as promptly as reasonably practicable such Wrong Pocket Asset to the Right Pocket for no additional consideration;
(ii) The parties to this Agreement shall cause the Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer is completed; and
(iii) The parties to this Agreement shall cause the Right Pocket to assume from the Wrong Pocket as promptly as reasonably practicable any Wrong Pocket Liability for no additional consideration.
(b) All costs and expenses arising out of compliance with such transfers shall be allocated to the parties as though such transfers had been completed as of the Closing in accordance with this Agreement.
(c) The parties to this Agreement shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.15.
(d) For purposes of this Section 5.15, the Companies are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing and Grupo Modelo and its Affiliates (other than the Companies) are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets).
(e) Promptly after the Closi...
Wrong Pocket Assets and Liabilities. Without limiting the generality of the foregoing, after the Closing, if any tangible assets, mail, or other communications, that are Transferred Assets (other than Intellectual Property Rights and Technology, which are addressed in the IP Assignment Agreement and the IP License Agreement), have not, but should have, been included in the Transferred Assets (other than Intellectual Property Rights, which are addressed in the IP Assignment Agreement and the IP License Agreement) conveyed to the Buyer Parties at the Closing (the “Omitted Assets”), the Seller Parties will take such actions as necessary to transfer, or cause to be transferred, such Omitted Assets to the Buyer Parties. Pending such transfer, the Seller Parties will hold such Omitted Assets and provide to Purchaser all of the benefits (including any amounts paid to the Seller Parties in respect thereof) associated with the ownership thereof, and the Seller Parties will cause such Omitted Assets to be used or retained as may be reasonably instructed by the Buyer. After the Closing, if any Excluded Assets have, but should not have, been transferred or conveyed to the Buyer Parties at the Closing (the “Extra Assets”), the Buyer Parties will take such actions as necessary to transfer, or cause to be transferred, such Extra Assets to the Seller Parties. Pending such transfer, the Buyer Parties will hold such Extra Assets and provide to the Seller Parties all of the benefits (including any amounts paid to the Buyer Parties in respect thereof) associated with the ownership thereof, and the Buyer Parties will cause such Extra Assets to be used or retained as may be reasonably instructed by the Seller.
Wrong Pocket Assets and Liabilities. The Parties agree that, if following the transfers implemented by this Agreement, either Party considers that an Included Asset or Included Liability has been transferred which should not have been transferred, or an Excluded Asset or Excluded Liability retained which should not have been retained, they will discuss the matter in good faith. Following such discussions the Parties shall implement such amendments to the transfers implemented by this Agreement as are agreed.
Wrong Pocket Assets and Liabilities. (a) If, within three years following the Closing Date, any Party or any Affiliate thereof or any of their respective Representatives discover that: (i)(A) any Excluded Asset, following the Pre-Closing Reorganization or as of the Closing, is not properly owned or held, directly or indirectly, by Seller, ABC or its or their Affiliates or (B) any Additional Asset, following the Pre-Closing Reorganization or as of the Closing, is not properly owned or held, directly or indirectly, by the Company, Buyer or its or their Affiliates (in either case of the foregoing clauses (i)(A) or (i)(B), a “Wrong Pocket Asset”), (ii)(A) any Excluded Liability, following the Pre-Closing Reorganization or as of the Closing, is not properly assumed or held, directly or indirectly, by Seller, ABC or its or their Affiliates or (B) any Additional Liability, following the Pre-Closing Reorganization or as of the Closing, is not properly assumed or held, directly or indirectly, by the Company (in either case of the foregoing clauses (ii)(A) or (ii)(B), a “Wrong Pocket Liability”) or (iii) subject to Section 4.10(b), any books and records, data, information, communications, ledgers, files, reports, plans, records, manuals and other materials (in whatever form maintained), to the extent related to the Company, the Additional Assets or Additional Liabilities, are not properly in the possession or control of the Company (“Wrong Pocket Books and Records”), and therefore, in each case, is not properly owned or held or was not properly assumed, as applicable, by the appropriate Person (such Person or Persons, the “Right Pocket,” and the Person or Persons holding such Wrong Pocket Asset, Wrong Pocket Liability or Wrong Pocket Books and Records, the “Wrong Pocket”), except as a result of a transaction occurring after the Closing consented to in writing by the Right Pocket, the Parties shall, as applicable: (w) transfer and convey as promptly as reasonably practicable any right, title or interest in a Wrong Pocket Asset owned or held by it to the Right Pocket or shall cause any of their Affiliates owning or holding such right, title or interest in a Wrong Pocket Asset to transfer and convey as promptly as reasonably practicable such Wrong Pocket Asset to the Right Pocket, in each case for no additional consideration, (x) if the Wrong Pocket, cause the Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer a...