Wrong Pocket Assets. If at any time or from time to time after the Closing until the date that is three (3) months after the Closing Date, Seller or any of its controlled Affiliates, on the one hand, or the Buyer or any of its Affiliates, on the other hand, shall receive or otherwise possess any asset or right (including cash) that should belong to the Buyer, on the one hand, or the Seller or any of its Affiliates, on the other, pursuant to this Agreement, the Seller or the Buyer (as the case may be) shall promptly transfer, or cause to be transferred, such asset or right to the Person so entitled thereto. Prior to any such transfer in accordance with this Section 1.8, the Person receiving or possessing such asset shall hold such asset in trust for such other Person. Without limitation of the foregoing, in the event Seller or any of its controlled Affiliates receives any payment in respect of any Transferred Asset or Buyer or any of its Affiliates receives any payment in respect of an Excluded Asset, the Seller or the Buyer (as applicable) shall promptly deliver such payment to an account designated in writing by the Buyer or the Seller (as applicable) by wire transfer of immediately available funds.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Elevation Oncology, Inc.), Asset Purchase Agreement (Merrimack Pharmaceuticals Inc)
Wrong Pocket Assets. If at any time or from time to time after the Closing until the date that is three (3) months after the Closing Date, the Seller or any of its controlled Affiliates, on the one hand, or the Buyer or any of its Affiliates, on the other hand, shall receive receives or otherwise possess possesses any asset or right (including cash) that should belong to the Buyer, on the one hand, or to the Seller or any of its AffiliatesSeller, on the otherother hand, pursuant to this Agreement or any Ancillary Agreement, the Seller or the Buyer (as the case may be) shall promptly transfer, or cause to be promptly transferred, such asset or right to the Person so entitled thereto. Prior to any such transfer in accordance with this Section 1.8, the Person receiving or possessing such asset shall hold such asset in trust for such other Person. Without limitation of the foregoing, in the event the Seller or any of its controlled Affiliates receives any payment in respect of any Transferred Asset or the Buyer or any of its Affiliates receives any payment in respect of an Excluded Asset, the Seller or the Buyer (as applicable) shall promptly deliver such payment to an account designated in writing by the Buyer or the Seller (as applicable) by wire transfer of immediately available funds.
Appears in 1 contract
Sources: Asset Purchase Agreement (Merrimack Pharmaceuticals Inc)