Misallocated Assets Clause Samples

Misallocated Assets. In the event that at any time or from time to time (whether prior to or after the Separation Date), any party hereto (or any member of the Adaptec Group or Roxio Group) shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any other Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person entitled to such Asset.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets is found to have been transferred to Immedica in error, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. In the event that at any time or from time to time (whether prior to, on or after the Separation Date), any party hereto (or any member of such party's respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person.

Misallocated Assets. Subject to Section 2.11, Section 2.12 and Section 5.5, in the event that either Seller or Purchaser becomes aware that (a) record or beneficial ownership or possession of any asset that is a Transferred Asset has not been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Assumed Liability has not been assumed by Purchaser at the Closing, or (b) record or beneficial ownership or possession of any asset that is not a Transferred Asset has been sold, conveyed, transferred, assigned and delivered by Seller or its Affiliates to Purchaser or one of its Affiliates at the Closing, or that any Excluded Liability has been erroneously assumed by Purchaser at the Closing, then it shall promptly notify the other Party, and the Parties shall thereafter reasonably cooperate to, as promptly as practicable, (x) sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) the relevant asset to, as the case may be, Purchaser or its designated Affiliate, or Seller or its designated Affiliate, or (y) cause the relevant Liability to be assumed by Purchaser or its designated Affiliate, or Seller or its designated Affiliate, as the case may be, in each case pursuant to this Agreement or any applicable Local Purchase Agreement.

Misallocated Assets. If, at any time after the Closing Date, any of Buyers, Sellers or any of their respective Affiliates discovers (a) that any Seller or any of its Affiliates is the owner of, receives or otherwise comes to possess, any asset (other than the assets (i) set forth on Section 3.20(b) of the Disclosure Schedule or (ii) used to perform the services under the Transition Services Agreement) used primarily in the operation of the Business as currently conducted or (b) that any asset not used primarily in the operation of the Business as currently conducted that should not have been, but inadvertently was, transferred by Sellers to an Acquired Company in connection with the Transaction (any such assets described in clause (a) or (b), the “Misallocated Assets”), Sellers or Buyers, as applicable shall, or shall cause their applicable Affiliates to, promptly transfer such Misallocated Assets to the other Party or one or more of their Affiliates as may be designated (and Buyers or Sellers, as the case may be, will, and will cause their respective Affiliates to), accept such Misallocated Assets) for no additional consideration. Prior to any such transfer, the Misallocated Assets shall be held in trust for the benefit, insofar as reasonably possible, of the transferees (and at the transferring Parties’ sole expense) until the consummation of the transfer thereof. In furtherance of the foregoing, Sellers or Buyers, as the case may be, shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or one or more of their Affiliates as Buyers may designate) any monies or checks which have been sent to Sellers or its applicable Affiliates by customers, suppliers or other contracting parties in respect of any such Misallocated Assets and which should have been sent to Buyers or its applicable Affiliates (including promptly forwarding invoices or similar documentation to Buyers or its applicable Affiliates).

Misallocated Assets. 17.1 If, within two (2) years after Completion, any property, right or asset which was not predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by or relating to, or forming part of, the Business before Completion is found to have been transferred to the Purchaser or a Relevant Purchaser or a Group Company, the Purchaser shall transfer, or procure that the relevant Group Company or Relevant Purchaser shall transfer, and the Seller shall accept, at no cost and free from any Encumbrance created by the Purchaser’s Group after Completion, such property, right or asset as soon as practicable to the transferor or another member of the Seller’s Group nominated by the 48 Seller, and pending such transfer shall hold any such property, 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’s Group absolutely until the time that such transfer becomes effective. 17.2 If, within three (3) years after Completion, any property, right or asset which was predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by, or forming part of, the Business before Completion is found to have been retained by the Seller’s Group (whether directly or indirectly), the Seller shall transfer, or procure that the relevant member of the Seller’s Group shall transfer, at no cost and free from any Encumbrance, such property, right or asset as soon as practicable to the Purchaser or such other Group Company or Relevant Purchaser, as may be nominated by the Purchaser, and pending such transfer shall hold any such property, right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the Purchaser or relevant Group Company or Relevant Purchaser absolutely until the time that such transfer becomes effective. 17.3 If a member of either the Seller’s Group or the Purchaser’s Group discovers within three (3) years after Completion that a member of the Purchaser’s Group owns (including in accordance with Clause 17.2) any Retained Intellectual Property, the Purchaser shall, as soon as practicable after receipt of a notice to that effect containing details of the Retained Intellectual Prope...

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Business is found to have been transferred to Buyer in error, either directly or indirectly (including as a result of the Pre-Closing Restructuring), Buyer shall transfer, or shall cause its Affiliates (including the Purchased Companies and Subsidiaries of the Purchased Companies) to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to the applicable Seller indicated by HD Supply. If, following the Closing, any right, property or asset forming part of the Business is found to have been retained by any Seller in error, either directly or indirectly (including as a result of the Pre-Closing Restructuring), HD Supply shall transfer, or shall cause the other applicable Seller to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Buyer or an Affiliate (including a Purchased Company or Subsidiary of a Purchased Company) indicated by Buyer.

Misallocated Assets. If, following the Closing, Buyer or its Affiliates own or hold any Excluded Asset, Buyer shall transfer, or shall cause its Affiliate to transfer, at no cost to Seller, such Excluded Asset as soon as practicable to Seller. If, following the Closing, Seller or any of its Affiliates owns any Purchased Asset, Seller shall transfer, or shall cause their respective Affiliates to transfer, such Purchased Asset as soon as practicable to Buyer or an Affiliate designated by Buyer.

Misallocated Assets. (a) If, following the Closing, any right, property or asset not included in the Transferred Assets is found to have been transferred to, or retained by, an Acquired Company in error, either directly or indirectly (including as a result of the Restructuring Transactions), Buyer shall transfer, or shall cause its Affiliates (including the Acquired Companies) to transfer, at no additional cost to Parent, such right, property or asset as soon as practicable to Parent or its designated Subsidiary. (b) If, following the Closing, any right, property or asset included in the Transferred Assets is found to have been retained by Parent or any of its Subsidiaries in error, either directly or indirectly (including as a result of the Restructuring Transactions), Parent shall transfer, or shall cause its Subsidiaries to transfer, at no additional cost to Buyer, such right, property or asset as soon as practicable to Buyer or its designated Affiliate.