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) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability.
(b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability.
(c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.
Wrong Pockets. (a) Subject to Section 7.28(c), Seller, on behalf of itself and its Affiliates, acknowledges and agrees that, no later than Closing, each of Parent and Seller shall, and shall cause their respective Affiliates to, take all steps reasonably necessary or advisable to ensure that, upon Closing (and, if applicable, pursuant to documentation reasonably acceptable to Purchaser and upon consultation with Purchaser), the Companies will, in the aggregate, (i) have sufficient personnel, and (ii) own, lease, license, or have the right to use (including in respect of Intellectual Property, directly or ancillary to a license or right of a Company), or have good and marketable title to (or a valid leasehold interest in or license to) all of the assets (whether tangible or intangible), Contracts, properties, rights, Intellectual Property (whether owned or licensed) and authorizations, which, together with the services set forth in Exhibit A of the Transition Services Agreement in respect of any Excluded Shared Assets, will be sufficient for Purchaser and the Companies to operate and conduct the Business immediately upon Closing in substantially the same manner as the Business and the Companies are conducted on the date hereof by Parent, Seller and their respective Affiliates (including the Companies).
(b) Subject to Section 7.28(c), Seller, on behalf of itself and its Affiliates, acknowledges and agrees that, no later than five (5) Business Days prior to Closing, each of Parent and Seller shall, and shall cause their respective Affiliates to, take all steps to ensure that, upon Closing (and, if applicable, pursuant to documentation reasonably acceptable to Purchaser and upon consultation with Purchaser), all Excluded Assets, together with any Liabilities in respect thereto (which will, for purposes of clarity, be Excluded Liabilities), are assigned, transferred, conveyed, or caused to be assigned, transferred or conveyed, by the Finance Company to Seller (or a designated Affiliate thereof that does not include the Finance Company), and Seller (or such designated Affiliate) shall accept and assume such assignment, transfer, or conveyance, pursuant to documentation reasonably acceptable to Purchaser. During the Interim Period, the Finance Company and Seller will negotiate in good faith to enter into a servicing agreement (the “Navitas Servicing Agreement”) containing the terms set forth on Schedule 7.28(b)(i) (the “Service Terms”), in a form reasonably satisfactory to Purc...
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. 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. To the extent that following the Closing, Seller or Purchaser discover that any Asset:
(a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to, at Seller’s cost (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; and
(b) intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not transferred at, prior to or after the Closing (each such Asset, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to, at Seller’s cost, (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Purchaser or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Purchaser or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Purchaser. For the avoidance of doubt, the provisions of this Section 6.10 shall not limit or otherwise prejudice any other rights or remedies of Purchaser under this Agreement. In no event shall Purchaser or any of its Affiliates be responsible for any fees or costs associated with transferring or assigning any right, title or interest in such Held Asset or Omitted Asset. In the event that Seller consolidates or merges with or into any Person, then and in each such case, Seller shall ensure that the successors and assigns of the applicable Person(s), as applicable, assume the obligations set forth in this Section 6.10. Notwithstanding anything to the contrary herein, in no event, shall Seller or its respective Subsidiaries sell any Omitted Assets by way of an asset transfer or similar transaction.
Wrong Pockets. If at any time during the three (3) year period after the Closing:
(a) (i) Seller or any of its Affiliates receives or identifies any property, right, or other asset or amount held by Seller or its Affiliates that is a Purchased Asset or is otherwise properly due and owing to Buyer (including a Purchased Asset) or (ii) Buyer or any of its Affiliates pays any amounts in respect of any Liability of Seller or any of its Affiliates (including any Excluded Liability), then, in each case of clauses (i) and (ii), Seller promptly shall and shall cause its Affiliates to, as applicable, assign, transfer, remit, or pay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, rights or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount to Buyer or any of its Affiliates for no further consideration than as set forth in this Agreement and (2) hold such Purchased Asset or other amount in trust for the use and benefit and burden of Buyer or an Affiliate of Buyer designated by Buyer until Seller or its applicable Affiliate effects such conveyance, transfer or assignment; or
(i) Buyer or any of its Affiliates receives or identifies any property, right, or other asset or amount held by Buyer or its Affiliates that is an asset of Seller or any of its Affiliates (including an Excluded Asset), or is otherwise properly due and owing to Seller or any of its Affiliates or (ii) Seller or any of its Affiliates pays any amounts in respect of any Liability of the Business or Purchased Assets (including any Assumed Obligation), then, in each case of clauses (i) and (ii), Buyer shall (1) promptly assign, transfer, remit, or pay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, right, or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount, to Seller or any of its Affiliates for no further consideration than as set forth in this Agreement and (2) hold such asset or other amount in trust for the use and benefit and burden of Seller or an Affiliate of Seller designated by Seller until Buyer or its applicable Affiliate effects such conveyance, transfer or assignment.
(c) Without limiting the foregoing, if any Purchased Asset is found to...
Wrong Pockets. (a) Subject to Section 2.3 (Treatment of Commingled Contracts) and Section 2.4 (Nonassignability of Assets and Liabilities), if after the Distribution (i) any Party discovers that any SpinCo Asset is held by any member of the RemainCo Group or any of their respective then-Affiliates, (A) such Party shall provide notice to the other Party of such SpinCo Asset and (B) RemainCo shall, and shall cause the other members of its respective Group and its respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant SpinCo Asset and all earnings to the extent arising from such SpinCo Asset from the time of the Distribution until the time of such transfer to SpinCo or an Affiliate of SpinCo designated by SpinCo, for no additional consideration, or (ii) any Party discovers that any RemainCo Asset is held by any member of the SpinCo Group or any of their respective then-Affiliates, (A) such Party shall provide notice to the other Party of such RemainCo Asset and (B) SpinCo shall, and shall cause the other members of its respective Group and its respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant RemainCo Asset and all earnings to the extent arising from such RemainCo Asset from the time of the Distribution until the time of such transfer to the Company or an Affiliate of the Company designated by the Company, for no additional consideration. 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. For clarity, in the event that any Asset set forth in Section 2.5(a)(ii) is held by a former Affiliate of the SpinCo Group, SpinCo shall use reasonable best efforts to obtain the rights to such Asset back from such former Affiliate (or any applicable successor or assign). Any Transfer made pursuant to this Section 2.5(a) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution Effective Time, except as otherwise required by applicable Law or a Final Determination.
(b) At any time prior to the Distribution Effective Time, the Company may, in its sole discretion, elect to designate additional RemainCo Assets as SpinCo Assets, such that such Assets will be assigned to or remain with SpinCo at the closing of the Distribution; provided, ...
Wrong Pockets. Subject to Section 2.5, for a period of up to 12 months after the Closing Date, if Buyer, on the one hand, or any Seller, on the other, becomes aware that any of the Purchased Assets have not been transferred to Buyer or that any of the Excluded Assets have been transferred to Buyer, it shall promptly notify the other Parties, and the Parties hereto shall, as soon as reasonably practicable, ensure that such assets are transferred, at Sellers’ expense (except that Buyer shall be responsible for the shipping cost of any Inventory) and with any necessary prior Third Party consent or approval, to:
(a) Buyer, in the case of any Purchased Asset which was not transferred at the Closing; or
(b) Sellers, in the case of any Excluded Asset which was transferred at the Closing.
Wrong Pockets. (a) In the event that, at any time following the Closing Date, either Party (the “Holder”) becomes aware that it is in possession, custody or control of any Intellectual Property, Technology, Contract or other asset, property or right (whether tangible, intangible, real, personal or mixed) that pursuant to this Agreement should have been transferred to, vested in or otherwise owned or held by the other Party (the “Entitled Party”), or is responsible for, or has assumed, any Liability that pursuant to this Agreement should have remained the responsibility or Liability of the other Party, the Holder shall (i) promptly notify the Entitled Party in writing of such mis-allocated asset or Liability, (ii) hold any such asset or property in trust for the sole benefit of the Entitled Party (or, in the case of a mis-allocated Liability, refrain from taking any action that would prejudice the Entitled Party’s rights with respect thereto), and (iii) without the requirement of any further consideration, and at the Entitled Party’s written direction, promptly take, or cause to be taken, all actions reasonably necessary to convey, assign, deliver, endorse, transfer or re-transfer (in the case of assets) or novate, release or otherwise re-allocate (in the case of Liabilities) such asset, property, contract or right to the Entitled Party, including executing and delivering all deeds, bills of sale, assignments, assumptions, powers of attorney or other instruments of conveyance, transfer or assumption as the Entitled Party may reasonably request.
(b) The Holder shall bear all reasonable out-of-pocket costs and expenses incurred in connection with its obligations under this Section 5.3 if the mis-allocation was the result of the Holder’s breach of this Agreement or its gross negligence or willful misconduct; otherwise, such costs and expenses shall be borne by the Entitled Party. Until any such Intellectual Property, Technology, Contract, asset, property, claim, book, record, right or Liability is effectively conveyed or re-allocated to the Entitled Party in accordance with this Section 5.3, the Holder shall (i) afford the Entitled Party and its Representatives reasonable access to, and cooperation with respect to, such asset or Liability; and (ii) refrain from using, transferring, encumbering, settling, compromising or otherwise disposing of or dealing with such asset or Liability except as may be expressly required by Law or with the Entitled Party’s prior written consent.
Wrong Pockets. 16.1 If any asset which is not a Business Asset, or any Intellectual Property which is not exclusively related to the Business, has been transferred from any member of the Seller Group to any member of the Purchaser Group under, or as a result of, any Transaction Document, the Purchaser shall procure that such asset is transferred to the Seller (or such other member of the Seller Group as the Seller may nominate) for no consideration (or, to the extent required under Applicable Law, nominal consideration) as soon as practicable after becoming aware of the ownership of such assets.
16.2 Save as expressly provided in any Transaction Document, if any member of the Seller Group owns after the Applicable Completion any Business Asset which should have been transferred to any member of the Purchaser Group as a result of any Transaction Document, the Seller shall procure that such asset is transferred to the Purchaser for no consideration (or, to the extent required under Applicable Law, for nominal consideration) as soon as practicable after becoming aware of the ownership of such assets.
16.3 Without prejudice to any other provisions of this Agreement, all moneys or other items belonging to any member of the Purchaser Group which are received by any member of the Seller Group on or after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Seller for the Purchaser and shall be promptly paid over to the Purchaser, excluding any amounts received in respect of VAT for which any member of the Seller Group is required to account to a Tax Authority.
16.4 Without prejudice to any other provisions of this Agreement, all moneys or other items belonging to any member of the Seller Group which are received by any member of the Purchaser Group on or after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Purchaser for the Seller and shall be promptly paid over to the Seller, excluding any amounts received in respect of VAT for which any member of the Purchaser Group is required to account to a Tax Authority.