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, 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. (a) Subject to Section 2.11, if, at any time after the Closing, any asset held by Purchaser or any of its Affiliates is ultimately determined to be an Excluded Asset or Purchaser or any of its Affiliates is found subject to a Retained Liability, (i) Purchaser shall, or shall cause its Affiliates to, return or transfer and convey (without further consideration) to Seller or an Affiliate of Seller such Excluded Asset or Retained Liability as directed in writing by Seller; (ii) Seller shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Retained Liability; and (iii) Seller and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Retained Liability back to Seller or its appropriate Affiliate. (b) Subject to Section 2.11, if, at any time after the Closing, any asset held by Seller or its Affiliates is ultimately determined to be a Purchased Asset or Seller or any of its Affiliates is found to be subject to an Assumed Liability, (i) Seller shall, or shall cause its Affiliates to, return or transfer and convey (without further consideration) to Purchaser such Purchased Asset or Assumed Liability as directed in writing by Purchaser; (ii) Purchaser shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Assumed Liability; and (iii) Seller and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability to Purchaser or its appropriate Affiliate.

Misallocated Assets. (a) If, following the Closing, any right, property or asset not included in the Purchased Assets and not primarily relating to the RLC Ductless Business is found to have been transferred to Purchaser, any of its Affiliates or the Purchased Companies in error, either directly or indirectly (including as a result of the Pre-Closing Reorganization), Purchaser shall transfer, or shall cause its Affiliates or the Purchased Companies to transfer, at no additional cost, such right, property or asset (and any related Liability) as soon as practicable to Seller or any of its Affiliates as indicated by Seller (and the provisions of Section 2.11(b) and Section 2.11(c) shall apply mutatis mutandis to such transfer). If, following the Closing, any right, property or asset included in the Purchased Assets or primarily relating to the RLC Ductless Business (other than an Excluded Asset) is found to have been retained by Seller or any of its Affiliates in error, either directly or indirectly (including as a result of the Pre-Closing Reorganization), Seller shall transfer, or shall cause its applicable Affiliates to transfer, at no additional cost, such right, property or asset (and any related Liability) as soon as practicable to Purchaser or an Affiliate or a Purchased Company as indicated by Purchaser (and the provisions of Section 2.11(b) and Section 2.11(c) shall apply mutatis mutandis to such transfer). For clarity, the foregoing procedures shall not apply to any Registered Intellectual Property, which is covered in Section 5.15(b) below. (b) With respect to Patents (but not any other Registered Intellectual Property), the following procedures apply: (i) Seller shall, on a date no more than fourteen (14) days prior to the Closing Date (and in any event prior to the delivery of the Closing Statement), provide Purchaser with a list and copies of all patent applications (in filed or draft form) that were invented by at least one employee of Seller and its Affiliates that reports into the RLC Ducted Business, as evidenced by Seller’s employee invention records maintained in the ordinary course of business, and which were filed or prepared by Seller or any of its Affiliates after the date of this Agreement, and (ii) Purchaser shall have six (6) months following the Closing to notify Seller in writing of (x) any applications disclosed pursuant to clause (i) above, or (y), any patent applications filed or patents issued having an earliest effective filing date before the da...

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.