Common use of Wrong Pockets Clause in Contracts

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) If, after following the Closing, (i) any right, property or asset related exclusive to or primarily belonging to the Core MTS Business (and not also for one or the Echo Businessmore other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, as the case may beSeller shall transfer, 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 Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) to be transferred to the Company as soon as practicable to Buyer (or its designated Affiliate); or (ii) any liability related right, property or asset not exclusive to or not primarily belonging to the Core MTS Business or the Echo Business, as the case may be, as of the Closing, has not is found to have been transferred to and/or assumed by Buyer or any of the Company as required pursuant to Section 3.02 Companies in error, Buyer shall transfer, or Section 3.03, Echo, the Echo Shareholders or MCK, as the case may be, shall cause the applicable Company to transfer, at no cost, such liability right, property or asset (and any related property, right or assetliability) to be transferred to and assumed by the Company as soon as practicable to Seller (or its designated Affiliate); provided, that in each the case for no additional consideration; provided that of either clause (i) or (ii), until such time (if any) of the completion of any such transfer or assumption, as the case may beis completed, the Parties parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the Parties parties hereto under which Seller, on the Company one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit property, or liability asset in accordance with this Agreement as if the relevant transfer or assumption had taken place, including by sub-contract, sub-license . At or sub-lease prior to the CompanyClosing, Seller shall transfer, or under which MCK, its Affiliates, Echo or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Echo Shareholders, as Business to 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 thereunderCompanies. The Parties parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 3.055.16. This Section 3.05 In addition, Seller shall, or shall terminate on cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the fifth (5th) anniversary Closing Date by customers, suppliers or other contracting parties of the date of this AgreementBusiness to the extent that they primarily relate to or are due to or from the Business.

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 The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. 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. 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 Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. 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.