Common use of Wrong Pockets Clause in Contracts

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.

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 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 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 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.

Wrong Pockets. (a) Subject to Section 5.03, (i) if If at any time within twentyforty-four eight (2448) months after the applicable Relevant Time any Party Closing either party discovers that any Agriculture Acquired Ag Asset is held by any member of the SpecCo Group, the MatCo Group Descartes or any of their respective then-its Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, Descartes will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Agriculture Acquired Ag Asset to AgCo Fermat or an Affiliate of AgCo designated Fermat nominated by AgCo Fermat for no additional consideration; consideration or (ii) if at any time within twentyforty-four eight (2448) months after the MatCo DistributionClosing, any Party either party discovers that any Materials Science Acquired H&N Asset is held by SpecCo, AgCo Fermat or any of their respective its Affiliates, SpecCo and AgCo shall Fermat will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Materials Science Acquired H&N Asset to MatCo Descartes or an Affiliate of MatCo designated Descartes nominated 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 Descartes for no additional consideration; provided that in the case of clause (i), neither SpecCo Descartes or MatCo nor any of their respective Affiliatesits Affiliates or, in the case of clause (ii), neither SpecCo Fermat or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective its 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. 1414958.12A-NYCSR03A - MSW (b) (i) If at any time within forty-eight (48) months after the Closing, either party discovers that any Excluded Ag Asset is held by Fermat or any of its Affiliates, Fermat will use reasonable best efforts to promptly procure the transfer of the relevant Excluded Ag Asset to Descartes or an Affiliate of Descartes nominated by Descartes for no additional consideration or (ii) if at any time within forty-eight (48) months after the Closing, either party discovers that any Excluded H&N Asset is held by Descartes or any of its Affiliates, Descartes will use reasonable best efforts to promptly procure the transfer of the relevant Excluded H&N Asset to Fermat or an Affiliate of Fermat nominated by Fermat for no additional consideration; provided that in the case of clause (i), neither Descartes or any of its Affiliates or, in the case of clause (ii), neither Fermat or any of its 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. In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Transferred Ag Subsidiaries as of the Closing, Fermat shall, or cause its applicable Subsidiary to, use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable and permitted under applicable Lawand, upon such Transfer may be effected by rescission of collection or payment, pay the applicable portion of a Conveyancing and Assumption Instrument funds received therefor to Descartes or its designee or submit an invoice to Descartes for any such payment made (which Descartes shall pay as may be agreed by the relevant Partiespromptly as reasonably practicable), as applicable.

Wrong Pockets. (a) Subject to Section 5.032.3 (Treatment of Commingled Contracts) and Section 2.6 (Nonassignability of Assets and Liabilities), if after the Distribution (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture SpinCo Asset or any Registered Intellectual Property that is primarily used, practiced, held for the use or practice of, or necessary for the conduct of the SpinCo Business is held by any member of the SpecCo Group, the MatCo RemainCo Group or any of their respective then-Affiliates, SpecCo (A) such Party shall provide notice to the other Party of such SpinCo Asset or Registered Intellectual Property and MatCo (B) RemainCo shall, and shall cause the other members of their its 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 SpinCo Asset and all earnings to AgCo 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 AgCo SpinCo designated by AgCo SpinCo, for no additional consideration; , or (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset owned or held by the Company or any of its Subsidiaries prior to the Closing, or any Registered Intellectual Property (other than the “Inhibrx” name and mark, other Licensed Names and Marks, and any goodwill and common law rights thereto) that is necessary for the conduct of, primarily used, practiced, held for the use or practice of the 101 Business is held by SpecCo, AgCo any member of the SpinCo Group or any of their respective then-Affiliates, SpecCo (A) such Party shall provide notice to the other Party of such RemainCo Asset, Registered Intellectual Property or other Asset and AgCo (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 Materials Science RemainCo Asset or other Asset and all earnings to MatCo the extent arising from such RemainCo Asset or other Asset from the time of the Distribution until the time of such transfer to the Company or an Affiliate of MatCo the Company designated by MatCo the Company, 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. For the avoidance of doubt, any Asset that is necessary for both the 101 Business and SpinCo Business shall be treated as a RemainCo Asset. For clarity, in the event that any Asset set forth in Section 2.7(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).

Wrong Pockets. (a) Subject to Section 5.03, (i) if If at any time within twentyforty-four eight (2448) months after the applicable Relevant Time any Party Closing either party discovers that any Agriculture Acquired Ag Asset is held by any member of the SpecCo Group, the MatCo Group Descartes or any of their respective then-its Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, Descartes will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Agriculture Acquired Ag Asset to AgCo Fermat or an Affiliate of AgCo designated Fermat nominated by AgCo Fermat for no additional consideration; consideration or (ii) if at any time within twentyforty-four eight (2448) months after the MatCo DistributionClosing, any Party either party discovers that any Materials Science Acquired H&N Asset is held by SpecCo, AgCo Fermat or any of their respective its Affiliates, SpecCo and AgCo shall Fermat will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Materials Science Acquired H&N Asset to MatCo Descartes or an Affiliate of MatCo designated Descartes nominated 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 Descartes for no additional consideration; provided that in the case of clause (i), neither SpecCo Descartes or MatCo nor any of their respective Affiliatesits Affiliates or, in the case of clause (ii), neither SpecCo Fermat or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective its 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. (b) (i) If reasonably practicable and permitted under applicable Lawat any time within forty-eight (48) months after the Closing, such Transfer may be effected either party discovers that any Excluded Ag Asset is held by rescission Fermat or any of its Affiliates, Fermat will use reasonable best efforts to promptly procure the transfer of the applicable portion relevant Excluded Ag Asset to Descartes or an Affiliate of a Conveyancing and Assumption Instrument as may be agreed Descartes nominated by Descartes for no additional consideration or (ii) if at any time within forty-eight (48) months after the Closing, either party discovers that any Excluded H&N Asset is held by Descartes or any of its Affiliates, Descartes will use reasonable best efforts to promptly procure the transfer of the relevant Parties.Excluded H&N Asset to Fermat or an Affiliate of Fermat nominated by Fermat for no additional consideration; provided that in the case of clause (i), neither Descartes or any of its Affiliates or, in the case of clause (ii), neither Fermat or any of its 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. In the

Wrong Pockets. (a) Subject to Section 5.031.8, (i) if at any time if, within twenty-four (24) months after the applicable Relevant Time Spinco Distribution, any Party discovers that any Agriculture Spinco Asset is held by any member of the SpecCo Group, the MatCo Remainco Group or any of their respective then-Affiliates, SpecCo and MatCo Remainco shall, and shall cause the other members of their its 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 Spinco Asset and all earnings to AgCo the extent arising from such Spinco Asset from the time of the Spinco Distribution until the time of such Transfer to Spinco or an Affiliate of AgCo Spinco designated by AgCo Spinco for no additional consideration; consideration or (ii) if at any time within twenty-four (24) months after the MatCo Spinco Distribution, any Party discovers that any Materials Science Excluded Asset is held by SpecCo, AgCo any member of the Spinco Group or any of their respective then-Affiliates, SpecCo Spinco shall, and AgCo 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 Materials Science Excluded Asset and all earnings to MatCo the extent arising from such Excluded Asset from the time of the Spinco Distribution until the time of such Transfer to Remainco or an Affiliate of MatCo Remainco 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 Remainco for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo Remainco nor any of their its respective Affiliates, or in the case of clause (ii), neither SpecCo or AgCo Spinco nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their its respective Affiliates, shall be required to commence any litigation or offer or pay any non-de minimis amount of money or otherwise grant any non-de minimis accommodation (financial or otherwise) to any third partyThird 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. Any Spinco Asset or Excluded Asset or earnings arising therefrom that is Transferred under this Section 1.9 shall be treated as having been Transferred (as part of the Contribution) or assumed prior to the Spinco Distribution and owned by the Spinco Group for U.S. federal (and applicable state or local) income Tax purposes from and after the Spinco Distribution, to the extent allowable by applicable Law.