Common use of Wrong Pocket Clause in Contracts

Wrong Pocket. 8.1 If, at any time following the BTA Closing Date, in respect of any Assets (including intangible Assets relating to the Hotel Business Undertaking, if any) that have not been transferred to the Transferee as on the BTA Closing Date, the Transferee is of the view that any such Asset forms part of the Hotel Business Undertaking and should have been transferred to the Transferee under the terms of this Agreement (“Transferee Transferable Asset”) and which is continued to be held by the Transferor after the BTA Closing Date, then: 8.1.1 The Transferee shall notify the Transferor in writing of such Transferee Transferable Asset, and the Transferor and the Transferee shall discuss in good faith with a view to determining whether or not such Transferee Transferable Asset should be transferred to the Transferee, 8.1.2 If the Transferor and Transferee mutually agree in writing that such Transferee Transferable Asset should be transferred to the Transferee, then the Transferor shall: (a) transfer as soon as practicable and in any event not later than 7 (Seven) Business Days thereafter, such right, title or interest in the Transferee Transferable Asset to the Transferee for no additional consideration; provided that the Transferor shall incur costs and expenses in relation to the transfer of such Transferee Transferable Asset to the Transferee; (b) do all such further acts and things and execute such documents as may be necessary to validly effect the transfer of and vest the Transferee Transferable Asset or the relevant right, title or interest therein, to or in the Transferee; (c) hold such Transferee Transferable Asset, or relevant right, title or interest (including all monies, benefits and other consideration received in respect thereof) in the Transferee Transferable Asset, in trust for the Transferee until such time as the transfer is validly effected to vest the Transferee Transferable Asset or relevant interest in the Transferee Transferable Asset in the Transferee; and (d) indemnify the Transferee for any Losses incurred by the Transferee in relation to or in connection with holding and transferring such Transferee Transferable Asset. It is clarified that where it has been agreed between the Parties that the right, title or interest in any such Transferee Transferable Asset should vest with the Transferor, none of the above shall be applicable. 8.2 If, at any time following the BTA Closing Date, in respect of any Assets that have been transferred to the Transferee as on the BTA Closing Date, the Transferor is of the view that any such Asset does not form a part of the Hotel Business Undertaking and should not have been transferred to the Transferee under the terms of this Agreement (“Transferor Transferable Assets”) and which is continued to be held by the Transferor after the BTA Closing Date, then: 8.2.1 The Transferor shall notify the Transferee in writing of such Transferor Transferable Asset, and the Transferee and the Transferor shall discuss in good faith with a view to determining whether or not such Transferor Transferable Asset should be transferred to the Transferor as contemplated by this Agreement. 8.2.2 If the Transferor and Transferee mutually agree in writing that such Transferor Transferable Asset should be transferred to the Transferor, then the Transferee shall: (a) transfer as soon as practicable and in any event not later than 7 (Seven) Business Days thereafter, such right, title or interest in the Transferor Transferable Asset to the Transferor for no additional consideration; provided that the Transferee shall incur costs and expenses in relation to the transfer of such Transferor Transferable Asset to the Transferor; (b) do all such further acts and things and execute such documents as may be necessary to validly effect the transfer of and vest the Transferor Transferable Asset or the relevant right, title or interest therein, to or in the Transferor; (c) hold such Transferor Transferable Asset, or relevant right, title or interest (including all monies, benefits and other consideration received in respect thereof) in the Transferor Transferable Asset, in trust for the Transferor until such time as the transfer is validly effected to vest the Transferor Transferable Asset or relevant interest in the Transferor Transferable Asset in the Transferor; and (d) indemnify the Transferor for any Losses incurred by the Transferor in relation to or in connection with holding and transferring such Transferor Transferable Asset. It is clarified that where it has been agreed between the Parties that the right, title or interest in any such Transferor Transferable Asset should vest with the Transferee none of the above shall be applicable. 8.3 If, any time post the BTA Closing Date, either the: (a) Transferor is of the view that a liability which forms a part of the Hotel Business Undertaking has not be transferred to the Transferee in terms of this Agreement; or (b) Transferee is of the view that any liability transferred in terms of this Agreement does not form part of the Hotel Business Undertaking, the provisions of Clause 8.1 or Clause 8.2, shall, mutatis mutandis, be applicable.

Wrong Pocket. 8.1 If, at any time following the BTA Closing Date, in respect of any Assets (including intangible Assets relating to the Hotel Business Undertaking, if any) that have not been transferred to the Transferee as on the BTA Closing Date, the Transferee is of the view that any such Asset forms part of the Hotel Business Undertaking and should have been transferred to the Transferee under the terms of this Agreement (“Transferee Transferable Asset”) and which is continued to be held by the Transferor after the BTA Closing Date, then: 8.1.1 The Transferee shall notify the Transferor in writing of such Transferee Transferable Asset, and the Transferor and the Transferee shall discuss in good faith with a view to determining whether or not such Transferee Transferable Asset should be transferred to the Transferee,. 8.1.2 If the Transferor and Transferee mutually agree in writing that such Transferee Transferable Asset should be transferred to the Transferee, then the Transferor shall: (a) transfer as soon as practicable and in any event not later than 7 (Seven) Business Days thereafter, such right, title or interest in the Transferee Transferable Asset to the Transferee for no additional consideration; provided that the Transferor shall incur costs and expenses in relation to the transfer of such Transferee Transferable Asset to the Transferee; (b) do all such further acts and things and execute such documents as may be necessary to validly effect the transfer of and vest the Transferee Transferable Asset or the relevant right, title or interest therein, to or in the Transferee; (c) hold such Transferee Transferable Asset, or relevant right, title or interest (including all monies, benefits and other consideration received in respect thereof) in the Transferee Transferable Asset, in trust for the Transferee until such time as the transfer is validly effected to vest the Transferee Transferable Asset or relevant interest in the Transferee Transferable Asset in the Transferee; and (d) indemnify the Transferee for any Losses incurred by the Transferee in relation to or in connection with holding and transferring such Transferee Transferable Asset. It is clarified that where it has been agreed between the Parties that the right, title or interest in any such Transferee Transferable Asset should vest with the Transferor, none of the above shall be applicable. 8.2 If, at any time following the BTA Closing Date, in respect of any Assets that have been transferred to the Transferee as on the BTA Closing Date, the Transferor is of the view that any such Asset does not form a part of the Hotel Business Undertaking and should not have been transferred to the Transferee under the terms of this Agreement (“Transferor Transferable Assets”) and which is continued to be held by the Transferor after the BTA Closing Date, then: 8.2.1 The Transferor shall notify the Transferee in writing of such Transferor Transferable Asset, and the Transferee and the Transferor shall discuss in good faith with a view to determining whether or not such Transferor Transferable Asset should be transferred to the Transferor as contemplated by this Agreement. 8.2.2 If the Transferor and Transferee mutually agree in writing that such Transferor Transferable Asset should be transferred to the Transferor, then the Transferee shall: (a) transfer as soon as practicable and in any event not later than 7 (Seven) Business Days thereafter, such right, title or interest in the Transferor Transferable Asset to the Transferor for no additional consideration; provided that the Transferee shall incur costs and expenses in relation to the transfer of such Transferor Transferable Asset to the Transferor; (b) do all such further acts and things and execute such documents as may be necessary to validly effect the transfer of and vest the Transferor Transferable Asset or the relevant right, title or interest therein, to or in the Transferor; (c) hold such Transferor Transferable Asset, or relevant right, title or interest (including all monies, benefits and other consideration received in respect thereof) in the Transferor Transferable Asset, in trust for the Transferor until such time as the transfer is validly effected to vest the Transferor Transferable Asset or relevant interest in the Transferor Transferable Asset in the Transferor; and (d) indemnify the Transferor for any Losses incurred by the Transferor in relation to or in connection with holding and transferring such Transferor Transferable Asset. It is clarified that where it has been agreed between the Parties that the right, title or interest in any such Transferor Transferable Asset should vest with the Transferee none of the above shall be applicable. 8.3 If, any time post the BTA Closing Date, either the: (a) Transferor is of the view that a liability which forms a part of the Hotel Business Undertaking has not be transferred to the Transferee in terms of this Agreement; or (b) Transferee is of the view that any liability transferred in terms of this Agreement does not form part of the Hotel Business Undertaking, the provisions of Clause 8.1 or Clause 8.2, shall, mutatis mutandis, be applicable.