{"component": "clause", "props": {"groups": [{"size": 34, "samples": [{"hash": "jvaAnYknLdJ", "uri": "/contracts/jvaAnYknLdJ#wrong-pockets", "label": "Stock and Asset Purchase Agreement", "score": 31.3408622742, "published": true}, {"hash": "4IU4vzU2b9c", "uri": "/contracts/4IU4vzU2b9c#wrong-pockets", "label": "Stock and Asset Purchase Agreement (Eastman Kodak Co)", "score": 29.8651599884, "published": true}, {"hash": "7BKeafUzKc5", "uri": "/contracts/7BKeafUzKc5#wrong-pockets", "label": "Stock and Asset Purchase Agreement", "score": 27.8581218719, "published": true}], "snippet": "(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\u2019s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser\u2019s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser\u2019s account.\n(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\u2019s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller\u2019s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller\u2019s account.\n(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.", "snippet_links": [{"key": "at-any-time", "type": "clause", "offset": [7, 18]}, {"key": "after-the-closing-date", "type": "clause", "offset": [19, 41]}, {"key": "deferred-closing-date", "type": "definition", "offset": [49, 70]}, {"key": "selling-subsidiary", "type": "definition", "offset": [101, 119]}, {"key": "transferred-subsidiary", "type": "definition", "offset": [155, 177]}, {"key": "purchased-asset", "type": "definition", "offset": [189, 204]}, {"key": "assumed-liability", "type": "definition", "offset": [208, 225]}, {"key": "seller-shall", "type": "clause", "offset": [227, 239]}, {"key": "promptly-notify", "type": "clause", "offset": [244, 259]}, {"key": "to-transfer", "type": "clause", "offset": [328, 339]}, {"key": "at-no-cost", "type": "definition", "offset": [341, 351]}, {"key": "to-purchaser", "type": "definition", "offset": [392, 404]}, {"key": "affiliate-designated", "type": "clause", "offset": [412, 432]}, {"key": "by-purchaser", "type": "clause", "offset": [433, 445]}, {"key": "the-relevant", "type": "clause", "offset": [525, 537]}, {"key": "subsidiary-shall", "type": "definition", "offset": [546, 562]}, {"key": "for-purchaser", "type": "definition", "offset": [610, 623]}, {"key": "liabilities-and-taxes", "type": "clause", "offset": [780, 801]}, {"key": "other-items", "type": "definition", "offset": [805, 816]}, {"key": "purchaser-affiliate", "type": "definition", "offset": [962, 981]}, {"key": "excluded-asset", "type": "clause", "offset": [992, 1006]}, {"key": "retained-liability", "type": "definition", "offset": [1010, 1028]}, {"key": "by-seller", "type": "clause", "offset": [1241, 1250]}, {"key": "affiliate-shall", "type": "definition", "offset": [1411, 1426]}, {"key": "for-seller", "type": "definition", "offset": [1474, 1484]}, {"key": "transfer-of-a", "type": "clause", "offset": [1724, 1737]}, {"key": "pursuant-to-section", "type": "clause", "offset": [1820, 1839]}, {"key": "no-consideration", "type": "clause", "offset": [1866, 1882]}, {"key": "any-person", "type": "definition", "offset": [1904, 1914]}, {"key": "in-respect-to", "type": "clause", "offset": [1915, 1928]}, {"key": "to-the-extent", "type": "clause", "offset": [1944, 1957]}, {"key": "applicable-laws", "type": "definition", "offset": [1971, 1986]}, {"key": "the-parties-shall", "type": "clause", "offset": [1988, 2005]}, {"key": "use-commercially-reasonable-efforts", "type": "clause", "offset": [2006, 2041]}, {"key": "transfer-in", "type": "definition", "offset": [2060, 2071]}, {"key": "equitable-manner", "type": "definition", "offset": [2075, 2091]}, {"key": "seller-and-purchaser", "type": "clause", "offset": [2101, 2121]}, {"key": "legal-and-tax", "type": "clause", "offset": [2137, 2150]}, {"key": "with-a-view-to", "type": "definition", "offset": [2164, 2178]}, {"key": "relevant-transfer", "type": "definition", "offset": [2225, 2242]}], "hash": "bfd34adcee0db9ba61f063405e708ebd", "id": 1}, {"size": 26, "samples": [{"hash": "7mAxZn1dB9B", "uri": "/contracts/7mAxZn1dB9B#wrong-pockets", "label": "Employee Matters Agreement (Corteva, Inc.)", "score": 30.2867889404, "published": true}, {"hash": "eJf0CTfRl4K", "uri": "/contracts/eJf0CTfRl4K#wrong-pockets", "label": "Employee Matters Agreement (Dow Inc.)", "score": 30.2484607697, "published": true}, {"hash": "8Yc1DUT1VJu", "uri": "/contracts/8Yc1DUT1VJu#wrong-pockets", "label": "Employee Matters Agreement (DowDuPont Inc.)", "score": 30.2484607697, "published": true}], "snippet": "(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.\n(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 properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party\u2019s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such Asset to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. 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.", "snippet_links": [{"key": "subject-to-section", "type": "clause", "offset": [4, 22]}, {"key": "at-any-time", "type": "clause", "offset": [36, 47]}, {"key": "the-applicable", "type": "clause", "offset": [85, 99]}, {"key": "relevant-time", "type": "definition", "offset": [100, 113]}, {"key": "agriculture-asset", "type": "definition", "offset": [143, 160]}, {"key": "member-of-the", "type": "clause", "offset": [176, 189]}, {"key": "specco-group", "type": "definition", "offset": [190, 202]}, {"key": "matco-group", "type": "definition", "offset": [208, 219]}, {"key": "members-of", "type": "clause", "offset": [314, 324]}, {"key": "reasonable-best-efforts", "type": "definition", "offset": [418, 441]}, {"key": "transfer-of-the", "type": "clause", "offset": [466, 481]}, {"key": "affiliate-of", "type": "definition", "offset": [523, 535]}, {"key": "no-additional-consideration", "type": "clause", "offset": [564, 591]}, {"key": "matco-distribution", "type": "definition", "offset": [654, 672]}, {"key": "materials-science-asset", "type": "definition", "offset": [703, 726]}, {"key": "respective-affiliates", "type": "definition", "offset": [767, 788]}, {"key": "relevant-materials", "type": "clause", "offset": [897, 915]}, {"key": "specialty-products-asset", "type": "definition", "offset": [1138, 1162]}, {"key": "provided-that", "type": "definition", "offset": [1455, 1468]}, {"key": "in-the-case", "type": "clause", "offset": [1469, 1480]}, {"key": "applicable-law", "type": "definition", "offset": [1944, 1958]}, {"key": "rescission-of", "type": "clause", "offset": [1993, 2006]}, {"key": "applicable-portion", "type": "definition", "offset": [2011, 2029]}, {"key": "conveyancing-and-assumption-instrument", "type": "definition", "offset": [2035, 2073]}, {"key": "agreed-by", "type": "clause", "offset": [2084, 2093]}, {"key": "the-relevant-parties", "type": "clause", "offset": [2094, 2114]}, {"key": "prior-to-the", "type": "clause", "offset": [2127, 2139]}, {"key": "following-the", "type": "definition", "offset": [2175, 2188]}, {"key": "pursuant-to-this-agreement", "type": "clause", "offset": [2357, 2383]}, {"key": "such-party", "type": "clause", "offset": [2398, 2408]}, {"key": "applicable-party", "type": "definition", "offset": [2423, 2439]}, {"key": "good-faith-judgment", "type": "definition", "offset": [2449, 2468]}, {"key": "other-party", "type": "definition", "offset": [2519, 2530]}, {"key": "a-member-of", "type": "clause", "offset": [2534, 2545]}, {"key": "right-to-continue", "type": "clause", "offset": [2644, 2661]}, {"key": "unaffiliated-third-party", "type": "definition", "offset": [2737, 2761]}, {"key": "by-a-party", "type": "clause", "offset": [2762, 2772]}, {"key": "the-party", "type": "clause", "offset": [2851, 2860]}, {"key": "with-respect-to", "type": "clause", "offset": [3253, 3268]}, {"key": "continued-use", "type": "definition", "offset": [3295, 3308]}, {"key": "consistent-with", "type": "definition", "offset": [3326, 3341]}, {"key": "associated-liabilities", "type": "definition", "offset": [3398, 3420]}], "hash": "26a42e3b92452278f2068ad6f5a7ad4d", "id": 2}, {"size": 11, "samples": [{"hash": "8VMBIr7io38", "uri": "/contracts/8VMBIr7io38#wrong-pockets", "label": "Share Sale Agreement", "score": 33.3537406921, "published": true}], "snippet": "16.1 If the legal title to or any beneficial interest in any Target Group Wrong Pocketed Assets is vested in any member of the Continuing Seller Group after the Relevant Completion or any member of the Continuing Seller Group has any interest in such Target Group Wrong Pocketed Assets, the Seller if required by the Buyer shall procure that the relevant member of the Continuing Seller Group shall:\n16.1.1 execute or procure the execution of all deeds or documents as may be necessary for the purposes of transferring the Target Group Wrong Pocketed Assets or the relevant interests in them to the Buyer or at the Buyer\u2019s direction a member of the Target Group;\n16.1.2 do or procure to be done all further acts or things and procure the execution of all other documents as the Buyer may reasonably direct in order to vest the assets or relevant interests in them in the Buyer or the relevant member of the Target Group; and\n16.1.3 procure that the asset, or relevant interest in the Target Group Wrong Pocketed Assets, shall be held on trust for the Buyer (to the extent permitted by any relevant law) until the transfer is validly effected to vest the asset or relevant interest in the asset in the Buyer or the relevant member of the Target Group.\n16.2 If the legal title to or any beneficial interest in any Retained Group Wrong Pocketed Assets is vested in any member of the Target Group after the Relevant Completion or any member of the Target Group has any interest in such Retained Group Wrong Pocketed Assets, the Buyer if required by the Seller shall procure that the relevant Buyer or member of the Target Group (as applicable) shall:\n16.2.1 execute or procure the execution of all deeds or documents as may be necessary for the purposes of transferring the Retained Group Wrong Pocketed Assets or the relevant interests in them to the Seller or at the Seller\u2019s direction to another member of the Retained Group;\n16.2.2 do or procure to be done all further acts or things and procure the execution of all other documents as the Seller may reasonably direct in order to vest the assets or relevant interests in them in the relevant member of the Retained Group; and\n16.2.3 procure that the asset, or relevant interest in the Wrong Pocketed Assets, shall be held on trust for the Seller (to the extent permitted by any relevant law) until the transfer is validly effected to vest the asset or relevant interest in the asset in the relevant member of the Retained Group.", "snippet_links": [{"key": "title-to", "type": "clause", "offset": [18, 26]}, {"key": "beneficial-interest", "type": "clause", "offset": [34, 53]}, {"key": "seller-group", "type": "clause", "offset": [138, 150]}, {"key": "relevant-completion", "type": "definition", "offset": [161, 180]}, {"key": "the-buyer-shall", "type": "clause", "offset": [313, 328]}, {"key": "relevant-member", "type": "definition", "offset": [346, 361]}, {"key": "the-execution", "type": "clause", "offset": [426, 439]}, {"key": "for-the-purposes-of", "type": "clause", "offset": [486, 505]}, {"key": "the-target-group", "type": "clause", "offset": [519, 535]}, {"key": "relevant-interests", "type": "definition", "offset": [565, 583]}, {"key": "to-the-buyer", "type": "clause", "offset": [592, 604]}, {"key": "a-member-of-the", "type": "clause", "offset": [633, 648]}, {"key": "all-further-acts", "type": "clause", "offset": [695, 711]}, {"key": "all-other-documents", "type": "clause", "offset": [751, 770]}, {"key": "buyer-may", "type": "definition", "offset": [778, 787]}, {"key": "reasonably-direct", "type": "definition", "offset": [788, 805]}, {"key": "in-order-to", "type": "clause", "offset": [806, 817]}, {"key": "the-assets", "type": "clause", "offset": [823, 833]}, {"key": "on-trust", "type": "clause", "offset": [1034, 1042]}, {"key": "for-the-buyer", "type": "clause", "offset": [1043, 1056]}, {"key": "to-the-extent", "type": "clause", "offset": [1058, 1071]}, {"key": "relevant-law", "type": "definition", "offset": [1089, 1101]}, {"key": "the-transfer", "type": "clause", "offset": [1109, 1121]}, {"key": "retained-group", "type": "definition", "offset": [1312, 1326]}, {"key": "the-seller-shall", "type": "clause", "offset": [1545, 1561]}, {"key": "relevant-buyer", "type": "definition", "offset": [1579, 1593]}, {"key": "to-the-seller", "type": "definition", "offset": [1841, 1854]}, {"key": "direction-to", "type": "clause", "offset": [1874, 1886]}, {"key": "for-the-seller", "type": "clause", "offset": [2282, 2296]}], "hash": "5a5ea5c88c9668c609b985266452dc22", "id": 6}, {"size": 11, "samples": [{"hash": "bamFIevPV8T", "uri": "/contracts/bamFIevPV8T#wrong-pockets", "label": "Agreement of Contribution and Sale (PF2 SpinCo, Inc.)", "score": 29.0917186737, "published": true}, {"hash": "2s8kg20ineW", "uri": "/contracts/2s8kg20ineW#wrong-pockets", "label": "Agreement of Contribution and Sale (Change Healthcare Inc.)", "score": 28.8288841248, "published": true}, {"hash": "cqkOLAblzd2", "uri": "/contracts/cqkOLAblzd2#wrong-pockets", "label": "Agreement of Contribution and Sale (Change Healthcare Inc.)", "score": 28.1991786957, "published": true}], "snippet": "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\u2019s 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.", "snippet_links": [{"key": "after-closing", "type": "clause", "offset": [4, 17]}, {"key": "related-to", "type": "clause", "offset": [33, 43]}, {"key": "core-mts-business", "type": "definition", "offset": [48, 65]}, {"key": "echo-business", "type": "definition", "offset": [73, 86]}, {"key": "the-case", "type": "definition", "offset": [91, 99]}, {"key": "the-closing", "type": "definition", "offset": [114, 125]}, {"key": "to-the-company", "type": "definition", "offset": [177, 191]}, {"key": "as-required", "type": "clause", "offset": [192, 203]}, {"key": "pursuant-to-section", "type": "clause", "offset": [204, 223]}, {"key": "echo-shareholders", "type": "definition", "offset": [240, 257]}, {"key": "related-liability", "type": "definition", "offset": [318, 335]}, {"key": "as-soon-as-practicable", "type": "definition", "offset": [370, 392]}, {"key": "by-the-company", "type": "clause", "offset": [552, 566]}, {"key": "section-303", "type": "definition", "offset": [607, 619]}, {"key": "related-property", "type": "definition", "offset": [713, 729]}, {"key": "each-case", "type": "definition", "offset": [821, 830]}, {"key": "no-additional-consideration", "type": "clause", "offset": [835, 862]}, {"key": "provided-that", "type": "definition", "offset": [864, 877]}, {"key": "completion-of", "type": "definition", "offset": [910, 923]}, {"key": "the-parties-shall", "type": "clause", "offset": [977, 994]}, {"key": "alternative-arrangements", "type": "definition", "offset": [1018, 1042]}, {"key": "the-benefits", "type": "clause", "offset": [1117, 1129]}, {"key": "the-relevant", "type": "clause", "offset": [1160, 1172]}, {"key": "in-accordance-with", "type": "definition", "offset": [1215, 1233]}, {"key": "relevant-transfer", "type": "definition", "offset": [1259, 1276]}, {"key": "an-agreement", "type": "clause", "offset": [1486, 1498]}, {"key": "of-the-company", "type": "clause", "offset": [1540, 1554]}, {"key": "rights-of", "type": "clause", "offset": [1625, 1634]}, {"key": "third-party", "type": "definition", "offset": [1659, 1670]}, {"key": "cooperate-with", "type": "clause", "offset": [1712, 1726]}, {"key": "in-connection-with", "type": "clause", "offset": [1738, 1756]}, {"key": "the-transfers", "type": "clause", "offset": [1757, 1770]}, {"key": "date-of-this-agreement", "type": "clause", "offset": [1878, 1900]}], "hash": "fc4245e8b128edae8bfd6064fd4b6601", "id": 5}, {"size": 13, "samples": [{"hash": "2s4S6UhfHzE", "uri": "/contracts/2s4S6UhfHzE#wrong-pockets", "label": "Intellectual Property Cross License Agreement (Corteva, Inc.)", "score": 30.2867889404, "published": true}, {"hash": "dqu4sPKF4eG", "uri": "/contracts/dqu4sPKF4eG#wrong-pockets", "label": "Intellectual Property Cross License Agreement (Dow Inc.)", "score": 30.2484607697, "published": true}, {"hash": "aydbPFaLa7n", "uri": "/contracts/aydbPFaLa7n#wrong-pockets", "label": "Intellectual Property Cross License Agreement (DowDuPont Inc.)", "score": 30.2484607697, "published": true}], "snippet": "(a) A Party (a \u201cNotifying Party\u201d) shall have the right to provide prompt written notice (a \u201cWrong Pockets Notice\u201d) to the other Party (a \u201cReceiving Party\u201d), including in response to an inquiry from the Receiving Party, if, following the Effective Date:\n(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\n(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\u2019s 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\u2019s 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).\n(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.\n(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 \u201cEvidentiary Requirement\u201d) 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 \u201cDemonstration of Use\u201d). The Receiving Party shall notify the Notifying Party in writing within thirty (30) days of receipt of the Demonstration of Use whether it reasonably believes in good faith that the Demonstration of Use satisfies the Evidentiary Requirement. Solely to the extent (with respect to the Patent and Use identified in the applicable Wrong Pockets Notice) that the Demonstration of Use satisfies the Evidentiary Requirements (whether determined by the Receiving Party in accordance with the foregoing, or in accordance with Section 9.1), or if the Receiving Party fails to provide the Notifying Party with a response regarding whether the Demonstration of Use satisfies the Evidentiary Requirements within the applicable thirty (30) day period in accordance with the foregoing, such Patent shall be licensed to the Notifying Party for such Use (in the case of a Wrong Pockets Notice described in Section 2.7(a)(i)) (each such Patent, a \u201cWrong Pockets Patent\u201d), such Use shall be included in the Notifying Party\u2019s retained field of use with respect to such Patent (in the case of a Wrong Pockets Notice described in subsection (1) of Section 2.7(a)(ii)), or such Use shall be included in the Notifying Party\u2019s field of use for such Patent (in the case of a Wrong Pockets Notice described in subsection (2) of Section 2.7(a)(ii)), as applicable, in each case, as further described in the following subsections (i) through (iii).\n(i) Subject to the foregoing in this Section 2.7(c), unless otherwise agreed in writing by the Parties, with respect to a Wrong Pockets Notice described in Section 2.7(a)(i), each Patent identified in such notice (if the Demonstration of Use therefor satisfies the Evidentiary Requirement or the Receiving Party fails to provide the Notifying Party with a response in accordance with this Section 2.7(c)) shall be a MatCo Non-Exclusively Licensed Patent if AgCo is the Notifying Party or an AgCo Non-Exclusively Licensed Patent if MatCo is the Notifying Party, and for clarity, the license to the Notifying Party therefor shall be non-exclusive and the field for which it is licensed pursuant to this Agreement (which, for clarity, shall be deemed to be an AgCo Non-Exclusive Patent Field if AgCo is the Notifying Party and a MatCo Non-Exclusive Patent Field if MatCo is the Notifying Party) shall be limited solely to the Use made by such Notifying Party and its Affiliates as of the Effective Date (to the extent that the Demonstration of Use therefor satisfies the Evidentiary Requirement) and natural evolutions thereof, subject to the terms and conditions of any licenses and other rights granted by or on behalf of Licensor or any of its Affiliates to any Third Parties with respect to such Patent prior to the date of the Wrong Pockets Notice.\n(ii) Subject to the foregoing in this Section 2.7(c), unless otherwise agreed in writing by the Parties, with respect to a Wrong Pockets Notice described in subsection (1) of Section 2.7(a)(ii), each Use for a Licensed Patent identified in the Wrong Pockets Notice in the Notifying Party\u2019s retained field of use for such Patent (to the extent the Demonstration of Use therefor satisfies the Evidentiary Requirement or the Receiving Party fails to provide the Notifying Party with a response in accordance with this Section 2.7(c)) shall be deemed to be an AgCo Non-Exclusive Patent Field if AgCo is the Receiving Party and a MatCo Non-Exclusive Patent Field if MatCo is the Receiving Party, and such Use and natural evolutions thereof shall no longer be included in the exclusive field for which such Patent is licensed to the Receiving Party pursuant to this Agreement; provided that the rights with respect to such Use retained by the Notifying Party shall be subject to the terms and conditions of any licenses and other rights granted by or on behalf of the Receiving Party or any of its Affiliates to any Third Parties with respect to such Patent prior to the date of the Wrong Pockets Notice.\n(iii) Subject to the foregoing in this Section 2.7(c), unless otherwise agreed in writing by the Parties, with respect to a Wrong Pockets Notice described in subsection (2) of Section 2.7(a)(ii), each Use for a Licensed Patent identified in the Wrong Pockets Notice (to the extent that Demonstration of Use therefor satisfies the Evidentiary Requirement or the Receiving Party fails to provide the Notifying Party with a response in accordance with this Section 2.7(c)) and natural evolutions thereof shall be deemed to be an AgCo Non-Exclusive Patent Field if AgCo is the Notifying Party and a MatCo Non-Exclusive Patent Field if MatCo is the Notifying Party and the license granted to such field shall be nonexclusive; provided that the rights with respect to such Use retained by the Notifying Party shall be subject to the terms and conditions of any licenses and other rights granted by or on behalf of the Receiving Party or any of its Affiliates to any Third Parties with respect to such Patent prior to the date of the Wrong Pockets Notice.\n(d) Notwithstanding anything to the contrary herein, unless otherwise agreed upon by the Parties, each Party shall only have two (2) years after the Effective Date to provide a Wrong Pockets Notice pursuant to Section 2.7(a) to the other Party; provided that, in the case of Section 2.7(a)(i), with respect to Patent applications filed prior to the Effective Date, such period shall extend until the date that is six (6) months after the publication of such Patent application if the expiration of such six (6) month period occurs after such two (2) year period expires.\n(e) Notwithstanding the foregoing Sections 2.7(a) through (d), unless and only to the extent that the Receiving Party provides its prior written consent (which the Receiving Party may withhold in its sole discretion), in the event that the Parties expressly discussed prior to the Effective Date that:\n(i) any Patent would not be included in the Notifying Party\u2019s Licensed Patents in the case of a Wrong Pockets Notice described in Section 2.7(a)(i), such Patent shall not be included in the Notifying Party\u2019s Licensed Patents (provided that, in determining that such Patent would not be a Licensed Patent hereunder, the Parties discussed prior to the Effective Date the Use identified in the Wrong Pockets Notice for such Patent);\n(ii) any Use would not be included in the Notifying Party\u2019s retained field of use for a specific Licensed Patent in the case of a Wrong Pockets Notice described in subsection (1) of Section 2.7(a)(ii), such Use shall not be included in the Notifying Party\u2019s retained field of use for such Patent; and\n(iii) any Use would not be included in the Notifying Party\u2019s field of use for a specific Licensed Patent in the case of a Wrong Pockets Notice described in subsection (2) of Section 2.7(a)(ii) (as applicable), such Use shall not be included in the Notifying Party\u2019s licensed field of use for such Patent.\n(f) For clarity, (i) AgCo and its Affiliates shall not be required to submit a Wrong Pockets Notice with respect to any AgCo Restricted Heritage Use of an AgCo Heritage Product under an AgCo Transferred Patent or any update, enhancement, modification or similar evolution thereof licensed under Section 2.6, and (ii) MatCo and its Affiliates shall not be required to submit a Wrong Pockets Notice with respect to any MatCo Restricted Heritage Use of a MatCo Heritage Product under a MatCo Transferred Patent or any update, enhancement, modification or similar evolution thereof licensed under Section 2.6.", "snippet_links": [{"key": "a-party", "type": "clause", "offset": [4, 11]}, {"key": "notifying-party", "type": "clause", "offset": [16, 31]}, {"key": "to-provide", "type": "definition", "offset": [55, 65]}, {"key": "written-notice", "type": "definition", "offset": [73, 87]}, {"key": "wrong-pockets-notice", "type": "definition", "offset": [92, 112]}, {"key": "other-party", "type": "definition", "offset": [122, 133]}, {"key": "the-receiving-party", "type": "clause", "offset": [198, 217]}, {"key": "following-the-effective-date", "type": "clause", "offset": [223, 251]}, {"key": "as-of-the-effective-date", "type": "clause", "offset": [325, 349]}, {"key": "not-included", "type": "clause", "offset": [358, 370]}, {"key": "patents-licensed", "type": "definition", "offset": [387, 403]}, {"key": "reasonably-believes", "type": "definition", "offset": [454, 473]}, {"key": "agriculture-business", "type": "definition", "offset": [507, 527]}, {"key": "materials-science-business", "type": "definition", "offset": [535, 561]}, {"key": "in-the-case", "type": "clause", "offset": [708, 719]}, {"key": "within-the-scope", "type": "clause", "offset": [777, 793]}, {"key": "retained-rights", "type": "definition", "offset": [801, 816]}, {"key": "scope-of-the", "type": "clause", "offset": [847, 859]}, {"key": "licensed-field-of-use", "type": "definition", "offset": [890, 911]}, {"key": "with-respect-to", "type": "clause", "offset": [912, 927]}, {"key": "the-licensee", "type": "definition", "offset": [999, 1011]}, {"key": "each-case", "type": "definition", "offset": [1179, 1188]}, {"key": "in-respect-of", "type": "definition", "offset": [1190, 1203]}, {"key": "the-applicable", "type": "clause", "offset": [1523, 1537]}, {"key": "unless-otherwise-agreed", "type": "definition", "offset": [1735, 1758]}, {"key": "in-writing", "type": "clause", "offset": [1759, 1769]}, {"key": "by-the-parties", "type": "clause", "offset": [1770, 1784]}, {"key": "in-accordance-with", "type": "definition", "offset": [1839, 1857]}, {"key": "providing-the", "type": "clause", "offset": [1927, 1940]}, {"key": "clear-and-convincing-evidence", "type": "definition", "offset": [2001, 2030]}, {"key": "notify-the", "type": "clause", "offset": [2381, 2391]}, {"key": "within-thirty", "type": "clause", "offset": [2419, 2432]}, {"key": "receipt-of", "type": "clause", "offset": [2446, 2456]}, {"key": "in-good-faith", "type": "clause", "offset": [2513, 2526]}, {"key": "to-the-extent", "type": "clause", "offset": [2603, 2616]}, {"key": "the-patent", "type": "definition", "offset": [2634, 2644]}, {"key": "evidentiary-requirements", "type": "clause", "offset": [2748, 2772]}, {"key": "section-91", "type": "clause", "offset": [2872, 2883]}, {"key": "provide-the", "type": "clause", "offset": [2921, 2932]}, {"key": "day-period", "type": "definition", "offset": [3081, 3091]}, {"key": "wrong-pockets-patent", "type": "definition", "offset": [3285, 3305]}, {"key": "retained-field", "type": "clause", "offset": [3361, 3375]}, {"key": "for-clarity", "type": "clause", "offset": [4340, 4351]}, {"key": "license-to", "type": "clause", "offset": [4357, 4367]}, {"key": "the-field", "type": "definition", "offset": [4424, 4433]}, {"key": "pursuant-to-this-agreement", "type": "clause", "offset": [4459, 4485]}, {"key": "natural-evolutions", "type": "definition", "offset": [4872, 4890]}, {"key": "terms-and-conditions-of", "type": "clause", "offset": [4915, 4938]}, {"key": "of-licensor", "type": "clause", "offset": [4993, 5004]}, {"key": "third-parties", "type": "clause", "offset": [5037, 5050]}, {"key": "date-of", "type": "clause", "offset": [5092, 5099]}, {"key": "exclusive-field", "type": "definition", "offset": [5896, 5911]}, {"key": "provided-that", "type": "definition", "offset": [5997, 6010]}, {"key": "the-rights", "type": "clause", "offset": [6011, 6021]}, {"key": "granted-to", "type": "definition", "offset": [7001, 7011]}, {"key": "notwithstanding-anything-to-the-contrary", "type": "clause", "offset": [7378, 7418]}, {"key": "each-party", "type": "clause", "offset": [7472, 7482]}, {"key": "after-the-effective-date", "type": "clause", "offset": [7513, 7537]}, {"key": "provide-a", "type": "definition", "offset": [7541, 7550]}, {"key": "pursuant-to-section", "type": "clause", "offset": [7572, 7591]}, {"key": "patent-applications", "type": "definition", "offset": [7684, 7703]}, {"key": "prior-to-the-effective-date", "type": "clause", "offset": [7710, 7737]}, {"key": "expiration-of", "type": "clause", "offset": [7858, 7871]}, {"key": "year-period", "type": "definition", "offset": [7924, 7935]}, {"key": "notwithstanding-the-foregoing", "type": "clause", "offset": [7949, 7978]}, {"key": "prior-written-consent", "type": "clause", "offset": [8076, 8097]}, {"key": "sole-discretion", "type": "definition", "offset": [8145, 8160]}, {"key": "in-the-event", "type": "clause", "offset": [8163, 8175]}, {"key": "to-submit", "type": "definition", "offset": [9350, 9359]}, {"key": "transferred-patent", "type": "definition", "offset": [9474, 9492]}, {"key": "section-26", "type": "clause", "offset": [9578, 9589]}], "hash": "7cf7651c1b521d37100e8906d62673d1", "id": 4}, {"size": 9, "samples": [{"hash": "3vBg3dJqKxR", "uri": "/contracts/3vBg3dJqKxR#wrong-pockets", "label": "Second Share Purchase Agreement (Brinks Co)", "score": 29.5215606689, "published": true}, {"hash": "9u8eNLcNEdu", "uri": "/contracts/9u8eNLcNEdu#wrong-pockets", "label": "Second Share Purchase Agreement (Brinks Co)", "score": 29.1683769226, "published": true}], "snippet": "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:\n(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\u2019s 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;\n(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\u2019s 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;\n(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\u2019s 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\u2019s 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\u2019s Group absolutely until the time that such transfer becomes effective;\n(iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant Closing, the Seller shall procure that the relevant member of the Seller\u2019s Group shall transfer and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company;\n(v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6;\n(vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties shall use their reasonable endeavours to obtain such third-party consent or approval;\n(vii) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller\u2019s Group (as the case may be); and\n(viii) for the avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Seller\u2019s Group to perform of its obligations under the Transitional Services Agreement.", "snippet_links": [{"key": "save-as", "type": "clause", "offset": [0, 7]}, {"key": "wider-transaction-documents", "type": "definition", "offset": [44, 71]}, {"key": "without-prejudice-to-any-other-rights-or-remedies", "type": "clause", "offset": [76, 125]}, {"key": "in-the-business", "type": "definition", "offset": [228, 243]}, {"key": "company-in", "type": "clause", "offset": [258, 268]}, {"key": "twelve-month-period", "type": "clause", "offset": [273, 292]}, {"key": "prior-to-the", "type": "clause", "offset": [293, 305]}, {"key": "date-of-this-agreement", "type": "clause", "offset": [306, 328]}, {"key": "relevant-closing", "type": "definition", "offset": [400, 416]}, {"key": "the-seller-shall", "type": "clause", "offset": [418, 434]}, {"key": "relevant-company", "type": "definition", "offset": [471, 487]}, {"key": "such-right", "type": "definition", "offset": [540, 550]}, {"key": "the-hive", "type": "definition", "offset": [710, 718]}, {"key": "on-trust", "type": "clause", "offset": [879, 887]}, {"key": "on-behalf-of", "type": "clause", "offset": [888, 900]}, {"key": "for-the-benefit-of", "type": "definition", "offset": [905, 923]}, {"key": "relevant-group-company", "type": "definition", "offset": [928, 950]}, {"key": "the-purchaser-shall", "type": "clause", "offset": [1269, 1288]}, {"key": "of-the-seller", "type": "clause", "offset": [1390, 1403]}, {"key": "not-held", "type": "definition", "offset": [1675, 1683]}, {"key": "relevant-member", "type": "definition", "offset": [2213, 2228]}, {"key": "and-the-purchaser", "type": "clause", "offset": [2857, 2874]}, {"key": "the-parties-shall", "type": "clause", "offset": [3151, 3168]}, {"key": "in-good-faith", "type": "clause", "offset": [3180, 3193]}, {"key": "compliance-with", "type": "definition", "offset": [3220, 3235]}, {"key": "this-clause", "type": "clause", "offset": [3236, 3247]}, {"key": "the-execution", "type": "clause", "offset": [3291, 3304]}, {"key": "give-effect-to", "type": "definition", "offset": [3382, 3396]}, {"key": "consent-or-approval", "type": "definition", "offset": [3441, 3460]}, {"key": "transfer-of", "type": "definition", "offset": [3481, 3492]}, {"key": "related-liability", "type": "definition", "offset": [3512, 3529]}, {"key": "transfer-and-assumption", "type": "definition", "offset": [3534, 3557]}, {"key": "in-accordance-with", "type": "definition", "offset": [3590, 3608]}, {"key": "reasonable-endeavours", "type": "clause", "offset": [3670, 3691]}, {"key": "to-the-extent", "type": "clause", "offset": [3746, 3759]}, {"key": "not-permitted", "type": "clause", "offset": [3818, 3831]}, {"key": "applicable-law", "type": "definition", "offset": [3835, 3849]}, {"key": "with-a-view-to", "type": "definition", "offset": [3893, 3907]}, {"key": "alternative-arrangement", "type": "definition", "offset": [3928, 3951]}, {"key": "the-relevant-parties", "type": "clause", "offset": [3991, 4011]}, {"key": "relevant-liability", "type": "definition", "offset": [4123, 4141]}, {"key": "the-case", "type": "definition", "offset": [4243, 4251]}, {"key": "for-the-avoidance-of-doubt", "type": "clause", "offset": [4272, 4298]}, {"key": "in-respect-of", "type": "definition", "offset": [4341, 4354]}, {"key": "obligations-under-the", "type": "clause", "offset": [4427, 4448]}, {"key": "transitional-services-agreement", "type": "definition", "offset": [4449, 4480]}], "hash": "d9a4d8593a1870b57ff877b6fa25a407", "id": 7}, {"size": 21, "samples": [{"hash": "6che58G8rMs", "uri": "/contracts/6che58G8rMs#wrong-pockets", "label": "Asset Purchase Agreement (Opko Health, Inc.)", "score": 32.57289505, "published": true}, {"hash": "aBUlvF9UWBI", "uri": "/contracts/aBUlvF9UWBI#wrong-pockets", "label": "Asset Purchase Agreement (Arlo Technologies, Inc.)", "score": 31.1574268341, "published": true}], "snippet": "To the extent that following the Closing, Seller or Purchaser discover that any Asset:\n(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 \u201cHeld Asset\u201d), Purchaser shall, and shall cause its Affiliates to (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\n(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 \u201cOmitted Asset\u201d), Seller shall, and shall cause its Affiliates to (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.", "snippet_links": [{"key": "to-the-extent", "type": "clause", "offset": [0, 13]}, {"key": "following-the-closing", "type": "clause", "offset": [19, 40]}, {"key": "to-purchaser", "type": "definition", "offset": [122, 134]}, {"key": "the-transactions-contemplated-by-this-agreement", "type": "clause", "offset": [147, 194]}, {"key": "other-transaction-documents", "type": "definition", "offset": [203, 230]}, {"key": "prior-to", "type": "clause", "offset": [251, 259]}, {"key": "after-the-closing", "type": "clause", "offset": [263, 280]}, {"key": "held-asset", "type": "definition", "offset": [302, 312]}, {"key": "title-and-interest", "type": "clause", "offset": [411, 429]}, {"key": "to-seller", "type": "definition", "offset": [449, 458]}, {"key": "designated-assignee", "type": "definition", "offset": [466, 485]}, {"key": "delivery-of", "type": "clause", "offset": [494, 505]}, {"key": "hold-in-trust", "type": "clause", "offset": [582, 595]}, {"key": "the-benefits", "type": "clause", "offset": [668, 680]}, {"key": "associated-with", "type": "definition", "offset": [681, 696]}, {"key": "ownership-of-the", "type": "clause", "offset": [701, 717]}, {"key": "by-seller", "type": "clause", "offset": [815, 824]}, {"key": "omitted-asset", "type": "definition", "offset": [1046, 1059]}, {"key": "seller-shall", "type": "clause", "offset": [1063, 1075]}, {"key": "by-purchaser", "type": "clause", "offset": [1577, 1589]}], "hash": "630a0ca39231dc1d67cfbb1b28863b3f", "id": 3}, {"size": 9, "samples": [{"hash": "7GLG3bRGxcH", "uri": "/contracts/7GLG3bRGxcH#wrong-pockets", "label": "Share Purchase Agreement (Telefonica S A)", "score": 25.1519508362, "published": true}], "snippet": "(1) If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or vested in a member of the Retained Group in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee.\n(2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Purchaser shall (at the Vendor\u2019s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts).\n(3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor\u2019s expense.\n(4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor\u2019s expense.\n(5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party.\n(6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.", "snippet_links": [{"key": "at-any-time", "type": "clause", "offset": [7, 18]}, {"key": "following-completion", "type": "clause", "offset": [19, 39]}, {"key": "intellectual-property-rights", "type": "clause", "offset": [157, 185]}, {"key": "prior-to-the", "type": "clause", "offset": [210, 222]}, {"key": "date-of-this-agreement", "type": "clause", "offset": [223, 245]}, {"key": "in-the-business", "type": "definition", "offset": [274, 289]}, {"key": "retained-group", "type": "definition", "offset": [297, 311]}, {"key": "any-employee", "type": "clause", "offset": [317, 329]}, {"key": "relevant-employee", "type": "definition", "offset": [343, 360]}, {"key": "employed-by", "type": "definition", "offset": [364, 375]}, {"key": "a-group-company", "type": "definition", "offset": [376, 391]}, {"key": "owned-by", "type": "definition", "offset": [470, 478]}, {"key": "a-member-of-the", "type": "clause", "offset": [492, 507]}, {"key": "in-accordance-with", "type": "definition", "offset": [523, 541]}, {"key": "reorganisation-steps-plan", "type": "definition", "offset": [546, 571]}, {"key": "notify-the", "type": "clause", "offset": [615, 625]}, {"key": "other-party", "type": "definition", "offset": [626, 637]}, {"key": "the-request", "type": "clause", "offset": [667, 678]}, {"key": "request-of-either-party", "type": "clause", "offset": [704, 727]}, {"key": "in-the-case", "type": "clause", "offset": [728, 739]}, {"key": "the-purchaser-undertakes", "type": "clause", "offset": [755, 779]}, {"key": "cost-of", "type": "definition", "offset": [788, 795]}, {"key": "relevant-group-company", "type": "definition", "offset": [834, 856]}, {"key": "reasonably-necessary", "type": "clause", "offset": [910, 930]}, {"key": "the-transfer", "type": "clause", "offset": [942, 954]}, {"key": "each-case", "type": "definition", "offset": [1073, 1082]}, {"key": "to-the-extent", "type": "clause", "offset": [1084, 1097]}, {"key": "reallocation-of", "type": "clause", "offset": [1123, 1138]}, {"key": "by-the-vendor", "type": "clause", "offset": [1206, 1219]}, {"key": "the-vendor-shall", "type": "clause", "offset": [1258, 1274]}, {"key": "in-case-of", "type": "clause", "offset": [1357, 1367]}, {"key": "nominal-value", "type": "definition", "offset": [1470, 1483]}, {"key": "the-value", "type": "clause", "offset": [1494, 1503]}, {"key": "the-completion-accounts", "type": "clause", "offset": [1533, 1556]}, {"key": "pursuant-to", "type": "definition", "offset": [1670, 1681]}, {"key": "this-clause", "type": "clause", "offset": [1682, 1693]}, {"key": "the-purchaser-may", "type": "clause", "offset": [1804, 1821]}, {"key": "but-excluding", "type": "clause", "offset": [2068, 2081]}, {"key": "assigned-ipr", "type": "definition", "offset": [2086, 2098]}, {"key": "save-for", "type": "clause", "offset": [2250, 2258]}, {"key": "the-employee", "type": "clause", "offset": [2346, 2358]}, {"key": "company-in", "type": "clause", "offset": [2550, 2560]}, {"key": "of-the-purchaser", "type": "clause", "offset": [2694, 2710]}, {"key": "own-cost", "type": "clause", "offset": [2742, 2750]}, {"key": "by-the-purchaser", "type": "clause", "offset": [3130, 3146]}, {"key": "the-purchaser-shall", "type": "clause", "offset": [3185, 3204]}, {"key": "after-completion", "type": "clause", "offset": [3577, 3593]}, {"key": "the-group", "type": "clause", "offset": [3716, 3725]}, {"key": "title-to", "type": "clause", "offset": [4088, 4096]}, {"key": "the-real-property", "type": "clause", "offset": [4295, 4312]}, {"key": "no-consideration", "type": "clause", "offset": [4337, 4353]}, {"key": "relevant-member", "type": "definition", "offset": [4916, 4931]}, {"key": "transfer-in", "type": "definition", "offset": [5512, 5523]}, {"key": "relevant-party", "type": "definition", "offset": [5651, 5665]}, {"key": "the-consideration", "type": "clause", "offset": [5767, 5784]}, {"key": "taxable-supply", "type": "clause", "offset": [5791, 5805]}, {"key": "the-recipient-shall", "type": "clause", "offset": [5833, 5852]}, {"key": "promptly-provide", "type": "clause", "offset": [5853, 5869]}, {"key": "vat-invoice", "type": "definition", "offset": [5891, 5902]}, {"key": "subject-to-the", "type": "clause", "offset": [5968, 5982]}, {"key": "provision-of-a", "type": "clause", "offset": [5983, 5997]}, {"key": "in-addition-to", "type": "clause", "offset": [6040, 6054]}, {"key": "to-the-recipient", "type": "definition", "offset": [6088, 6104]}], "hash": "c17c21e12f69a5e7c6b244a8273c5c1e", "id": 8}, {"size": 9, "samples": [{"hash": "aediLacF5NW", "uri": "/contracts/aediLacF5NW#wrong-pockets", "label": "Stock Purchase Agreement (Aci Worldwide, Inc.)", "score": 30.3497600555, "published": true}], "snippet": "(a) During the 12-month period following the Closing Date, if Buyer, Parent or Seller discover that any:\n(i) Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a \u201cHeld Asset\u201d), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) 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 (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller;\n(ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (B), an \u201cOmitted Asset\u201d),Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer.\n(b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliates.", "snippet_links": [{"key": "following-the-closing-date", "type": "clause", "offset": [31, 57]}, {"key": "excluded-asset", "type": "clause", "offset": [123, 137]}, {"key": "settlement-funds", "type": "definition", "offset": [141, 157]}, {"key": "of-seller", "type": "clause", "offset": [158, 167]}, {"key": "by-the-seller", "type": "clause", "offset": [209, 222]}, {"key": "licensed-subsidiary", "type": "definition", "offset": [223, 242]}, {"key": "dedicated-accounts", "type": "definition", "offset": [256, 274]}, {"key": "in-respect-of", "type": "definition", "offset": [303, 316]}, {"key": "the-business", "type": "clause", "offset": [317, 329]}, {"key": "directly-or-indirectly", "type": "clause", "offset": [337, 359]}, {"key": "to-buyer", "type": "definition", "offset": [372, 380]}, {"key": "by-the-companies", "type": "clause", "offset": [390, 406]}, {"key": "at-closing", "type": "definition", "offset": [408, 418]}, {"key": "held-asset", "type": "definition", "offset": [429, 439]}, {"key": "buyer-shall", "type": "clause", "offset": [443, 454]}, {"key": "buyer-affiliates", "type": "definition", "offset": [476, 492]}, {"key": "use-reasonable-best-efforts", "type": "clause", "offset": [497, 524]}, {"key": "title-and-interest", "type": "clause", "offset": [572, 590]}, {"key": "to-seller", "type": "definition", "offset": [610, 619]}, {"key": "designated-assignee", "type": "definition", "offset": [627, 646]}, {"key": "hold-in-trust", "type": "clause", "offset": [682, 695]}, {"key": "the-benefits", "type": "clause", "offset": [768, 780]}, {"key": "associated-with", "type": "definition", "offset": [781, 796]}, {"key": "ownership-of-the", "type": "clause", "offset": [801, 817]}, {"key": "by-seller", "type": "clause", "offset": [914, 923]}, {"key": "contributed-asset", "type": "definition", "offset": [934, 951]}, {"key": "omitted-asset", "type": "definition", "offset": [1185, 1198]}, {"key": "by-buyer", "type": "clause", "offset": [1678, 1686]}, {"key": "in-addition-to-the", "type": "clause", "offset": [1816, 1834]}, {"key": "other-actions", "type": "clause", "offset": [1835, 1848]}, {"key": "the-request", "type": "clause", "offset": [1920, 1931]}, {"key": "other-party", "type": "definition", "offset": [1939, 1950]}, {"key": "all-consents", "type": "clause", "offset": [1963, 1975]}, {"key": "for-the-purposes-of", "type": "clause", "offset": [2014, 2033]}, {"key": "relevant-interests", "type": "definition", "offset": [2146, 2164]}, {"key": "further-acts", "type": "clause", "offset": [2218, 2230]}, {"key": "reasonably-direct", "type": "definition", "offset": [2264, 2281]}, {"key": "to-transfer", "type": "clause", "offset": [2291, 2302]}, {"key": "transferring-party", "type": "clause", "offset": [2463, 2481]}, {"key": "pursuant-to", "type": "definition", "offset": [2558, 2569]}, {"key": "this-clause", "type": "clause", "offset": [2570, 2581]}, {"key": "agreed-to", "type": "clause", "offset": [2599, 2608]}], "hash": "6e1bcbfad8ceb77bb1adaa2fdb93e37e", "id": 9}, {"size": 8, "samples": [{"hash": "a6FuMMIsnhu", "uri": "/contracts/a6FuMMIsnhu#wrong-pockets", "label": "Asset and Share Transfer and Technology License Agreement (CSR PLC)", "score": 24.6714572906, "published": true}], "snippet": "18.1 If and to the extent that legal title to or beneficial interest in any Transferred Asset remains vested in any member of the Selling Group after Completion or any member of the Selling Group after Completion has any interest in such Transferred Asset, then:\n(A) as soon as reasonably practicable after any member of the Selling Group or, as the case may be, any member of the Purchaser\u2019s Group, becomes aware that a Transferred Asset is owned by a member of the Selling Group after Completion, the Seller or, as the case may be, the Purchaser, shall notify the Purchaser or, as the case may be, the Seller, that it has become so aware;\n(B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm\u2019s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the \u201cAsset Transfer Price\u201d) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Selling Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts;\n(C) upon payment of the Asset Transfer Price being made, the Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller;\n(D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller\u2019s reasonable control, or it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall):\n(i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a \u201cTSA Asset\u201d); or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.\n(ii) transfer to the Purchaser or a company nominated by the Purchaser a substantially equivalent asset to the relevant Transferred Asset (a \u201cSubstitute Asset\u201d) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or\n(iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties;\n(E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and\n(F) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser\u2019s Group.\n18.2 If, and to the extent that, legal title to or beneficial interest in any Excluded Asset is vested in any member of the Purchaser\u2019s Group after Completion or any member of the Purchaser\u2019s Group after Completion has any interest in such Excluded Asset, then:\n(A) as soon as reasonably practicable after any member of the Purchaser\u2019s Group or, as the case may be, any member of the Selling Group, becomes aware that such Excluded Asset is owned by a member of the Purchaser\u2019s Group after Completion, the Purchaser or, as the case may be, the Seller, shall notify the Seller or, as the case may be, the Purchaser, that it has become so aware;\n(B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall procure that such Excluded Asset is transferred to the Seller or a company nominated by the Seller for consideration in cash equal the amount that two independent enterprises acting at arm\u2019s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the \u201cExcluded Asset Transfer Price\u201d) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Purchaser\u2019s Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Purchaser\u2019s Group) is required to account in respect of such transfer and the Seller shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts;\n(C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser shall pay to the Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. amount in respect of VAT paid pursuant to sub-clause 14.2(B) for which neither the Seller nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Seller or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Seller acting in good faith certified by the Seller in writing to the Purchaser;\n(D) the Seller shall provide such assistance to the Purchaser as the Purchaser may reasonably require to enable it to carry out its obligations under this sub-clause 18.2; and\n(E) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.2 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser\u2019s Group.", "snippet_links": [{"key": "to-the-extent", "type": "clause", "offset": [12, 25]}, {"key": "title-to", "type": "clause", "offset": [37, 45]}, {"key": "beneficial-interest", "type": "clause", "offset": [49, 68]}, {"key": "transferred-asset", "type": "definition", "offset": [76, 93]}, {"key": "selling-group", "type": "definition", "offset": [130, 143]}, {"key": "after-completion", "type": "clause", "offset": [144, 160]}, {"key": "the-case", "type": "definition", "offset": [346, 354]}, {"key": "of-the-purchaser", "type": "clause", "offset": [374, 390]}, {"key": "a-transferred", "type": "clause", "offset": [419, 432]}, {"key": "owned-by", "type": "definition", "offset": [442, 450]}, {"key": "a-member-of-the", "type": "clause", "offset": [451, 466]}, {"key": "notify-the", "type": "clause", "offset": [555, 565]}, {"key": "the-seller-and-the-purchaser", "type": "clause", "offset": [749, 777]}, {"key": "course-of-action", "type": "clause", "offset": [805, 821]}, {"key": "to-ensure", "type": "clause", "offset": [822, 831]}, {"key": "allocation-of-assets", "type": "clause", "offset": [839, 859]}, {"key": "the-seller-shall", "type": "clause", "offset": [881, 897]}, {"key": "by-the-purchaser", "type": "clause", "offset": [989, 1005]}, {"key": "equal-to", "type": "definition", "offset": [1032, 1040]}, {"key": "the-consideration", "type": "clause", "offset": [1123, 1140]}, {"key": "but-excluding", "type": "clause", "offset": [1168, 1181]}, {"key": "in-respect-of", "type": "definition", "offset": [1190, 1203]}, {"key": "asset-transfer-price", "type": "definition", "offset": [1214, 1234]}, {"key": "delivery-of", "type": "clause", "offset": [1260, 1271]}, {"key": "an-appropriate", "type": "clause", "offset": [1272, 1286]}, {"key": "vat-invoice", "type": "definition", "offset": [1287, 1298]}, {"key": "relevant-member", "type": "definition", "offset": [1341, 1356]}, {"key": "member-of-the-same-group", "type": "definition", "offset": [1405, 1429]}, {"key": "to-account", "type": "definition", "offset": [1504, 1514]}, {"key": "the-purchaser-shall", "type": "clause", "offset": [1547, 1566]}, {"key": "nominated-company", "type": "definition", "offset": [1594, 1611]}, {"key": "the-asset", "type": "clause", "offset": [1682, 1691]}, {"key": "pay-to", "type": "definition", "offset": [1736, 1742]}, {"key": "repayment-of", "type": "clause", "offset": [1763, 1775]}, {"key": "adjustment-to", "type": "clause", "offset": [1780, 1793]}, {"key": "cash-consideration", "type": "clause", "offset": [1798, 1816]}, {"key": "pursuant-to-sub", "type": "clause", "offset": [1929, 1944]}, {"key": "acting-in-good-faith", "type": "clause", "offset": [2235, 2255]}, {"key": "certified-by", "type": "clause", "offset": [2256, 2268]}, {"key": "in-writing", "type": "clause", "offset": [2283, 2293]}, {"key": "to-the-seller", "type": "definition", "offset": [2294, 2307]}, {"key": "the-transfer", "type": "clause", "offset": [2316, 2328]}, {"key": "for-any-reason", "type": "clause", "offset": [2386, 2400]}, {"key": "reasonable-control", "type": "clause", "offset": 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"Payments"], ["assets", "Assets"], ["purchased-assets", "Purchased Assets"], ["compensation-for-wrong-pockets-transfers", "Compensation for Wrong Pockets Transfers"]], "title": "Wrong Pockets", "size": 518, "parents": [["covenants", "Covenants"], ["additional-agreements", "Additional Agreements"], ["covenants-of-the-parties", "Covenants of the Parties"], ["no-other-representations-or-warranties", "No Other Representations or Warranties"], ["additional-covenants", "Additional Covenants"]], "id": "wrong-pockets", "related": [["end-user", "End User", "End User"], ["indirect-costs", "Indirect Costs", "Indirect Costs"], ["end-users", "End Users", "End Users"], ["query", "Query", "Query"], ["lay-offs-and-recalls", "LAY-OFFS AND RECALLS", "LAY-OFFS AND RECALLS"]], "related_snippets": [], "updated": "2026-04-02T05:40:27+00:00", "also_ask": ["How can 'wrong pockets' clauses be strategically used to allocate unexpected benefits or liabilities?", "What essential drafting elements ensure a 'wrong pockets' clause is enforceable and unambiguous?", "What are the most common risks or loopholes that undermine 'wrong pockets' provisions?", "How do 'wrong pockets' clauses compare across different jurisdictions or transaction types?", "What legal standards do courts apply when interpreting and enforcing 'wrong pockets' clauses?"], "drafting_tip": "Define 'wrong pockets' precisely to avoid ambiguity; specify allocation procedures to ensure proper fund distribution; clarify dispute resolution to prevent enforcement issues.", "explanation": "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."}, "json": true, "cursor": ""}}