Wrong Pocket definition

Wrong Pocket the meaning set forth in Section 5.15(a).
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Wrong Pocket has the meaning set forth in Section 7.04(a).
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Wrong Pocket. Asset shall mean an asset, liability or contract of the Zenuity Group, which has been listed as an asset, liability or contract, as applicable, in the schedules to the Asset Transfer Agreements or the Share Purchase Agreements but erroneously not been transferred to (i) VNE or Z2Co (as applicable) with respect to the Asset Transfer Agreements, or (ii) alongside the relevant Subsidiary with respect to the Share Purchase Agreements, and instead has either (a) remained with Zenuity, or (b) been transferred to another party, directly or indirectly, pursuant to the Asset Transfer Agreements or the Share Purchase Agreements (including any Wrong Pocket Tax Liability).
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Examples of Wrong Pocket in a sentence

  • To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Contract, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third party consent.

  • Sellers shall indemnify and hold harmless Buyer and its Affiliates from and against any and all liabilities arising out of or otherwise related to any Outbound Wrong Pocket Employee.

  • 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.

  • It is understood and agreed that no consideration shall be payable by Seller in respect of any such Seller’s Wrong Pocket Assets.

  • If and to the extent that the Wrong Pocket Transfer would have had an influence on the Adjustment Amount, the Parties must adjust the Final Purchase Price as if the Wrong Pocket Transfer had been completed at Closing or the Residual Closing, as applicable, and the Party in whose favour the Adjustment Amount was calculated erroneously shall pay the difference to the other Party without undue delay.

  • The following provisions shall survive any termination of this Purchase and Sale Agreement: Article I (defined Terms) Section 5.2 (Books and Records) (as it relates to information related to a pre-termination period); Section 5.3 (Confidentiality) (until the date specified in Section 5.3); Section 5.5 (Wrong Pocket Provisions); Article VIII (Indemnification and Limited Guarantee); and Article IX (Miscellaneous).

  • If any third-party consent or approval is required for the transfer of any Wrong Pocket Asset (or any part thereof) to be effective of lawful then the Seller and the Purchaser shall each use reasonable endeavours to obtain that consent as soon as practicable.

  • If, after the Closing Date, the Vendor in good faith identifies any Wrong Pocket Item that should not have been, but inadvertently was previously, transferred by the Vendor to the Purchaser or of which the Purchaser is otherwise in possession, then Purchaser shall transfer or cause to be transferred such Wrong Pocket Item to the Vendor or its designee for no consideration.

  • If any Third Party consent or approval is required for the transfer of any Wrong Pocket Asset (or any part thereof) to be effective of lawful then the Seller and the Parent shall, and shall cause their Affiliate [*] to obtain that consent [*].

  • King & Wood Mallesons 72330758_14 Asset Sale and Purchase Agreement 17 February 2025 28 (b) Each Seller must notify the Buyer as soon as reasonably practicable if it comes to the relevant Seller’s attention that there is any Wrong Pocket Asset.


More Definitions of Wrong Pocket

Wrong Pocket. ASSETS, SHARED ASSETS AND JOINT ASSETS
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Related to Wrong Pocket

  • Indirect Costs has the same meaning as in 44 Ill. Admin. Code 7000.

  • Legal Expenses means the fees, costs and expenses of any kind incurred by any Person indemnified herein and its counsel in investigating, preparing for, defending against or providing evidence, producing documents or taking other action with respect to any threatened or asserted Claim.

  • Direct Costs means the sum of the following:

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • Indirect cost means those costs incurred for a common or joint purpose benefitting more than one cost objective, and not readily assignable to the cost objectives specifically benefitted, without effort disproportionate to the results achieved. Indirect Costs represent the expenses of doing business that are not readily identified with the Grant Project responsive to this RFA but are necessary for the general operation of the organization and the conduct of activities it performs.