Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. 9.1 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers (a) within twelve (12) months after Completion that any member of the Seller's Group or any of the Target Group Companies respectively holds any asset, right, employee or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall promptly and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Business are transferred to and assumed by a Target Group Company nominated by the Purchaser or the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Excluded Business are transferred to and assumed by a member of the Seller's Group nominated by the Seller, respectively for no or nominal consideration (i.e., EUR 1). To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Asset, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third-party consent. Pending receipt of such consent and transfer of the Wrong Pocket Asset, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal consideration.

Wrong Pockets. 9.1 Without prejudice If at any time following Completion there is any Asset (which is not a Business Asset) which should have been transferred to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or retained by the Seller discovers (a) within twelve (12) months after Completion that any member of the Seller's Group but is held or any of the Target Group Companies respectively holds any asset, right, employee or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall promptly and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Business are transferred to and assumed by a Target Group Company nominated by the Purchaser or the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Excluded Business are transferred to and assumed received by a member of the Seller's Purchaser Group (the “Purchaser Group Holder”), the Purchaser shall as soon as reasonably practicable inform Venator of that fact and shall or shall cause such Purchaser Group Holder to promptly, at Venator’s cost: (a) execute and deliver, or procure the execution and delivery of, all instruments, agreements or documents as may be reasonably necessary for the purpose of transferring the relevant interests in such Assets held by such Purchaser Group Holder to Venator or a member of the Seller Group nominated by the SellerXxxxxxx in writing, respectively for no or nominal consideration (i.e., EUR 1). To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Asset, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third-party consent. Pending receipt of such consent and transfer of the Wrong Pocket Asset, the Seller or the Purchaser respectively Xxxxxxx shall, or and shall procure that each relevant member of the Seller Group shall, at Venator’s cost, take all such steps and do all such things as are reasonably necessary to facilitate such transfer; (b) do all such further acts or things as may be reasonably necessary to validly effect such transfer and vest the relevant interest in such Assets in Venator or a member of the Seller Group nominated by Xxxxxxx; (c) ensure that such Purchaser Group Holder shall, where permitted by the terms on which such Purchaser Group Holder has the right to such Asset, hold such Asset and any monies, goods or other benefits arising after Completion by virtue of it, as agent of and trustee for Venator and allow Venator and/or the relevant member of the Seller's Seller Group as Venator so nominated to have full enjoyment and use of such Asset, including to grant a license to such effect; and (d) ensure that such Purchaser Group Holder shall promptly on receipt pay or the relevant Target Group Company shalldeliver such monies, use reasonable best efforts goods or other benefits to procure that a Target Group Company nominated by the Purchaser Venator or a member of the Seller's Seller Group nominated by Xxxxxxx. For the Seller respectively is afforded and accepts all economic benefits and risks avoidance of doubt, the Wrong Pocket Asset as rights of the Effective Date for no or nominal considerationVenator under this Clause 9.1 shall be without prejudice to any of its other rights under this Agreement.

Wrong Pockets. 9.1 Without prejudice to Until the specific provisions first anniversary of this Agreement, Clause 11 (Transitional Services) and the Transitional Services AgreementClosing Date, if either Buyer, on the Purchaser one hand, or Sellers, on the Seller discovers (a) within twelve (12) months after Completion other hand, becomes aware that any member of the Seller's Group Acquired Assets has not been transferred to Buyer or any of the Target Group Companies respectively holds any asset, right, employee its Affiliates or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject Excluded Assets has been transferred to any Liability to Buyer or its Affiliates (other than as contemplated in the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"Transaction Documents), the Seller Buyer or the Purchaser respectively Sellers, as applicable, shall promptly and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, other and the Parties shall, as soon as reasonably practicable, use reasonable best effortsensure that such property is transferred, with any necessary prior Third Party Consent, to (i) Buyer or its applicable Affiliate, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Business are case of any Acquired Asset which was not transferred to and assumed by a Target Group Company nominated by Buyer at the Purchaser Closing; or (ii) the Parties shall, as soon as reasonably practicable, use reasonable best effortsapplicable Seller, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the case of any Excluded Business are Asset which was transferred to Buyer at the Closing. Without limiting the foregoing, Buyer agrees that, after the Closing Date, (w) if Buyer or any of its Affiliates receives any payment that is an Excluded Asset, Buyer shall hold and assumed shall promptly transfer and deliver such payment to Sellers (at an account designated by a member Sellers), from time to time as and when received by Buyer or its Affiliate and in the currency received, and Buyer shall account to Sellers for all such receipts, (x) if Sellers or any of the Seller's Group nominated by the Seller, respectively for no or nominal consideration (i.e., EUR 1). To the extent their Affiliates receive any Governmental Authority or third-party consent payment that is required for the transfer of a Wrong Pocket an Acquired Asset, the Parties applicable Seller shall use reasonable best efforts hold and shall promptly transfer and deliver such payment to procure Buyer (at an account designated by Buyer), from time to time as and when received by Sellers or their Affiliates and in the required Governmental Authority currency received, and Sellers shall account to Buyer for all such receipts, (y) Buyer shall promptly deliver to Sellers any invoice Buyer or third-party consent. Pending receipt any of such consent its Affiliates receives in respect of any account payable that is an Excluded Liability and transfer (z) Sellers shall promptly deliver to Buyer any invoice Sellers or any of the Wrong Pocket Asset, the Seller or the Purchaser respectively shall, or shall procure their Affiliates receive in respect of any accounts payable that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal considerationan Assumed Liability.

Wrong Pockets. 9.1 Without prejudice to If, after the specific provisions of this AgreementDistribution, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers Parties agree that (a) within twelve (12) months after Completion that any member of the Seller's Group or any of the Target Group Companies respectively holds any asset, right, an employee or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall promptly not assigned and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Business are transferred to and assumed by a Target Group Company nominated by the Purchaser or the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Excluded Business are transferred to and assumed by a member of the Seller's Outdoor Products Group nominated by and who, had the SellerParties given specific consideration to such individual prior to the Distribution, respectively for no or nominal consideration (i.e., EUR 1). To would have otherwise been so transferred prior to the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket AssetDistribution Date, the Parties shall use their reasonable best efforts to procure the required Governmental Authority or third-party consent. Pending receipt of effect such consent transfer as promptly as reasonably practicable and transfer of the Wrong Pocket Asset, the Seller or the Purchaser respectively shall, or shall procure that the relevant (b) an employee was assigned and transferred to a member of the Seller's Outdoor Products Group and who, had the Parties given specific consideration to such individual prior to the Distribution would not have otherwise been assigned to a member of the Outdoor Products Group or otherwise transferred prior to the relevant Target Group Company shallDistribution Date (each such employee, a “Wrong Pockets Employee”), the Parties shall use their reasonable best efforts to procure that effect such transfer (including through a Target Group Company nominated by the Purchaser or termination and rehire) to a member of the Seller's Vista Outdoor Group nominated as promptly as reasonably practicable. Any transfer pursuant to this Section 2.02 shall be treated by the Seller respectively is afforded Parties for all purposes as if it had occurred immediately prior to the Distribution and accepts all economic benefits such person were an Outdoor Products Employee or Vista Outdoor Employee, as applicable, except (i) as otherwise required by applicable Law and risks (ii) for purposes of any Liabilities incurred under a Welfare Plan of the Wrong Pocket Asset as Transferor Group. In furtherance of the Effective Date foregoing, the Group to which such Wrong Pockets Employee is transferred shall reimburse, indemnify and hold harmless the Group from which such Wrong Pockets Employee is transferred (the “Transferor Group”) against all Employee Costs suffered or incurred by the Transferor Group in respect of such Wrong Pockets Employee. Any dispute arising under this Section 2.02 shall be resolved in the manner set forth in Section 11.01 of the Transition Services Agreement, mutatis mutandis; provided that any such Disputes (as defined in the Transition Services Agreement) shall instead be considered by a representative designated by the Party for no or nominal considerationpurposes of resolving such Dispute.