Wrong Pockets Sample Clauses
The "Wrong Pockets" clause addresses situations where payments or benefits are mistakenly made to the wrong party under a contract. In practice, this clause requires that if funds, assets, or rights are received by a party who is not entitled to them, that party must promptly transfer or return them to the correct recipient. This ensures that contractual benefits and obligations are allocated as intended, preventing unjust enrichment and resolving errors in the distribution of payments or assets.
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Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account.
(b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account.
(c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.
Wrong Pockets. (a) Subject to Section 5.03, (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is held by any member of the SpecCo Group, the MatCo Group or any of their respective then-Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture Asset to AgCo or an Affiliate of AgCo designated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.
(b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if any Party or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more proper...
Wrong Pockets. If, after Closing, (i) any asset related to the Core MTS Business or the Echo Business, as the case may be, as of the Closing, has not been contributed or otherwise transferred to the Company as required pursuant to Section 3.02, Echo, the Echo Shareholders or MCK, as the case may be, shall cause such asset (and any related liability) to be transferred to the Company as soon as practicable or (ii) any liability related to the Core MTS Business or the Echo Business, as the case may be, as of the Closing, has not been transferred to and/or assumed by the Company as required pursuant to Section 3.02 or Section 3.03, Echo, the Echo Shareholders or MCK, as the case may be, shall cause such liability (and any related property, right or asset) to be transferred to and assumed by the Company as soon as practicable in each case for no additional consideration; provided that until such time (if any) of the completion of any such transfer or assumption, as the case may be, the Parties shall cooperate to structure alternative arrangements reasonably acceptable to the Parties under which the Company would obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit or liability in accordance with this Agreement as if the relevant transfer or assumption had taken place, including by sub-contract, sub-license or sub-lease to the Company, or under which MCK, its Affiliates, Echo or the Echo Shareholders, as the case may be, would, with respect to an agreement, enforce for the benefit and at the cost of the Company, with the Company assuming such Person’s obligations, and any and all rights of such Person against any third party thereunder. The Parties shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 3.05. This Section 3.05 shall terminate on the fifth (5th) anniversary of the date of this Agreement.
Wrong Pockets. (a) After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of Seller or its controlled Affiliate was not held by a Group Company at the Closing, but was primarily used in connection with the Acquired Business prior to the Closing (collectively, the “Company’s Wrong Pocket Asset”), Seller shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Company’s Wrong Pocket Assets (or relevant part thereof) held by such Person to the Company or its Affiliates, (ii) do all such further acts or things as may be reasonably necessary to validly effect the transfer and vest the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Company’s Wrong Pocket Assets transferee and allow the Company to such enjoyment and use of such Company’s Wrong Pocket Asset as Seller or its controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets.
(b) After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Sellers’ Wrong Pocket Assets (or relevant part thereof) held by such Person to Seller or its designated Affiliate, (ii) do all such further acts or things as may be reasonably necessary to validly effect the transfer and vest the relevant ownership and/or interest in such...
Wrong Pockets a. To the extent that right, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset.
b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or repres...
Wrong Pockets. (a) A Party (a “Notifying Party”) shall have the right to provide prompt written notice (a “Wrong Pockets Notice”) to the other Party (a “Receiving Party”), including in response to an inquiry from the Receiving Party, if, following the Effective Date:
(i) a Notifying Party identifies a Patent Controlled by the other Party as of the Effective Date that is not included in the Licensed Patents licensed to such Notifying Party, and such Notifying Party reasonably believes that such Patent was Used in the Agriculture Business or the Materials Science Business, as applicable, as of the Effective Date; or
(ii) a Notifying Party identifies a Use by such Notifying Party of a Licensed Patent that is not (1) in the case of a Notifying Party that Controls such Licensed Patent, within the scope of its retained rights (i.e., such use is within the scope of the Receiving Party’s exclusively licensed field of use with respect to such Patent hereunder) or (2) in the case of a Notifying Party that is the Licensee, within such Notifying Party’s licensed field of use hereunder (i.e., such use is not captured by any MatCo Patent Field or AgCo Patent Field, as applicable), and, in each case (in respect of the foregoing (1) and (2)), such Notifying Party reasonably believes that the Use of such Licensed Patent as of the Effective Date was within the Agriculture Business (if AgCo is the Notifying Party) or the Materials Science Business (if MatCo is the Notifying Party).
(b) Each Wrong Pockets Notice shall both identify the applicable Patent and describe the Use thereof in the Agriculture Business (if the Notifying Party is AgCo), or the Materials Science Business (if the Notifying Party is MatCo), as of the Effective Date.
(c) Unless otherwise agreed in writing by the Parties, if a Notifying Party provides a Wrong Pockets Notice in accordance with Section 2.7(a), the Notifying Party shall, within sixty (60) days of providing the Wrong Pockets Notice, demonstrate to the Receiving Party by clear and convincing evidence (the “Evidentiary Requirement”) that the identified Patent was Used in the manner identified in the Wrong Pockets Notice within the Agriculture Business (if the Notifying Party is AgCo) or the Materials Science Business (if the Notifying Party is MatCo) as of the Effective Date (such evidence, the “Demonstration of Use”). The Receiving Party shall notify the Notifying Party in writing within thirty (30) days of receipt of the Demonstration of Use whether it reasona...
Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated by Seller.
(b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.
Wrong Pockets. (a) If, after the Closing, Buyer or Seller identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shall, or shall cause one of the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration.
(a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or...
Wrong Pockets. Save as otherwise expressly provided in the Wider Transaction Documents and without prejudice to any other rights or remedies the parties have under this Agreement:
(i) if any right or asset held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to the relevant Hive-out Company on or prior to the relevant Closing, the Seller shall transfer, or shall procure that the relevant company in the Seller’s Group shall transfer, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective;
(ii) if any liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to or assumed by a Hive-out Company on or prior to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company;
(iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer bec...
Wrong Pockets. 11.1 Without prejudice to any other rights or remedies of the Buyer under this Agreement, and subject to clause 10 and any specific procedures agreed in relation to the transfer of the Marketing Authorisations, if any Asset or Assumed Liability has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue of the transactions carried out under this Agreement and the other Transaction Documents, the Buyer or the Seller may give written notice of this to the other party. If such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's direction, to another Buyer’s Group Company for no additional consideration, and the Buyer shall, or shall cause another Buyer's Group Company to, accept such Asset or assume such Assumed Liability.
11.2 Without prejudice to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or shall cause another Seller's Group Company to, accept such Retained Asset or Retained Liability.