Misallocated Assets and Liabilities Clause Samples

Misallocated Assets and Liabilities. (a) In the event that at any time prior to the Cut-off Date, a member of the Harbor Group becomes aware (including by request of Spinco) that it possesses any Spinco Asset or Spinco Liability, other than a Delayed Transfer Asset or a Delayed Transfer Liability, Harbor shall cause the prompt transfer of such Spinco Assets to Spinco or assumption of such Spinco Liability by Spinco or any member of the Spinco Group, and Spinco shall, or shall cause a member of the Spinco Group to, accept and assume such Spinco Asset or Spinco Liability (except as otherwise contemplated by the Transaction Agreements), in each case, without further consideration. Prior to any such transfer, Harbor shall hold such Spinco Assets in trust for Spinco and pay over to Spinco as promptly as practicable any amounts or benefits received by the Harbor Group with respect to such Spinco Assets following the Distribution Date. (b) In the event that at any time, a member of the Spinco Group becomes aware that it possesses any Excluded Assets or Excluded Liability (except as otherwise contemplated by the Transaction Agreements), other than a Delayed Transfer Asset or a Delayed Transfer Liability, the Spinco Group shall cause the prompt transfer of such Excluded Assets to Harbor or a member of the Harbor Group or assumption of such Excluded Liability by Harbor or a member of the Harbor Group, and Harbor shall, or shall cause a member of the Harbor Group to, accept and assume such Excluded Asset (including any Cash and Cash Equivalents (other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.1(c))) or Excluded Liability, in each case, without further consideration; provided, that, without limiting the generality of the foregoing, Spinco shall transfer to Harbor (or its designee) any amounts received by any member of the Spinco Group in respect of the Corporate Asset within five (5) days of receipt. Prior to any such transfer, the Spinco Group shall hold such Excluded Assets in trust for Harbor and pay over to Harbor as promptly as practicable any amounts or benefits received with respect to such Excluded Assets following the Distribution Date.

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any of the Companies or their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by Sellers or any Excluded Subsidiary to the Companies or any of their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) following Closing for Sellers, (ii) the Companies shall, or shall cause the Companies’ Subsidiaries to, promptly transfer, assign and convey such rights, property, assets or Liability to Sellers (or any of their Affiliates as designated by Sellers) without any consideration therefor, and (iii) subject to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any Business Asset or Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, then (i) Sellers shall, and shall cause their applicable Subsidiaries if applicable, promptly transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Companies or any of their Subsidiaries as directed by the Companies without additional consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or p...

Misallocated Assets and Liabilities. (a) Subject to Section 1.2, Section 1.3 and Section 1.4, in the event that, at any time from and after the Separation Time, either Party becomes aware that (i) it or another member of its Group is the record or beneficial owner of, receives or otherwise comes to possess or benefit from a LiveWire Asset that should have been allocated to a member of the HD Group as an HD Asset pursuant to this Agreement or (ii) it or another member of its Group is the record or beneficial owner of, receives or otherwise comes to possess or benefit from an HD Asset that should have been allocated to a member of the LiveWire Group as a LiveWire Asset, then pursuant to this Agreement, such Party shall promptly notify the other Party, then the Parties shall thereafter reasonably cooperate to, as promptly as practicable (but in no case later than within thirty (30) days of such Party becoming aware of such misallocated Asset), transfer, assign, convey or deliver, or cause to be transferred, assigned, conveyed or delivered, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement. Prior to any such transfer, assignment, conveyance or delivery, such Asset shall be held in accordance with Section 1.2. (b) Subject to Section 1.2, Section 1.3 and Section 1.4, in the event that, at any time from and after the Separation Time, either Party becomes aware that (i) it or another member of its Group has not assumed a LiveWire Liability that should have been allocated to a member of the LiveWire Group as a LiveWire Liability pursuant to this Agreement or the Employee Matters Agreement or (ii) it or another member of its Group has not assumed an HD Liability that should have been allocated to a member of the HD Group as an HD Liability pursuant to this Agreement or the Employee Matters Agreement, then pursuant to this Agreement, such Party shall as promptly as practicable (but in no case later than within thirty (30) days of such Party becoming aware of such misallocated Liability), transfer, assign, convey or delivery, or cause to be transferred, assigned, conveyed or delivered, such Liability to such member of the other Group and such member of the other Group shall assume such Liability for no further consideration than that set forth in this Agreement. Prior to any such assumption, such Liabilities shall be held in accordance with Section 1.2. To the extent either Part...

Misallocated Assets and Liabilities. 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 or Liability that is misallocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset or Liability to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset or Liability in trust for any such other Person.

Misallocated Assets and Liabilities. In the event that at any time or from time to time (whether prior to, on or after the Transfer Date), either AMS or LiveRamp (or any other AMS Entity or LiveRamp Entity), shall receive or otherwise possess any Asset or Liability that is allocated to the other party hereto or a member of the other party’s group pursuant to this Agreement or any other Ancillary Agreement, such determination of misallocation to be agreed upon in writing by the parties hereto acting reasonably and in good faith and, prior to the Closing, subject to the Purchaser’s prior written consent, the party holding such Asset or Liability shall promptly transfer, or cause to be transferred, such Asset or Liability to the Person to which such Asset or Liability is allocated pursuant to this Agreement or such other Ancillary Agreement, and the receiving party shall, or shall cause the applicable LiveRamp Entity or AMS Entity to, receive or assume such Asset or Liability, as applicable. 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 and Liabilities. 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 Subsidiary of such party), shall receive or otherwise possess any asset or liability that was intended to be transferred to Spinco or its Subsidiaries pursuant to this Agreement or any Ancillary Agreement as part of the HDD Business, or that was inadvertently transferred to Spinco or its Subsidiaries but is determined not to have been part of the HDD Business, the party with the asset or liability shall promptly transfer, or cause to be transferred, or re-transfer such asset or liability to the Person entitled thereto and the Person entitled thereto shall assume or reassume such asset or liability. 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 and Liabilities. In the event that, at any time or from time to time after the Closing, a Non-Rome Entity shall receive or otherwise possess any Rome Asset or Rome Liability, such Non-Rome Entity shall promptly transfer or assign, or cause to be transferred or assigned, such Rome Asset or Rome Liability to the Rome Group Member to which such asset or liability relates and such Rome Group Member shall accept such asset or assume such liability. In the event that, at any time or from time to time after the Closing, a Transferred Group Member shall receive or otherwise possess any asset that is not a Rome Asset (a “Non-Rome Asset”) or any Liability that is not a Rome Liability (a “Non-Rome Liability”), such Transferred Group Member shall promptly transfer or assign, or cause to be transferred or assigned, such asset or liability to the Non-Rome Entity to which such asset or liability relates and such Non-Rome Entity shall accept such asset or assume such liability. 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 and Liabilities. Following the Closing, in the event that any Party becomes aware that (a) record or beneficial ownership or possession of any asset that is a Retained Business Asset or Acquired Business Asset has not been contributed, assigned, transferred, conveyed or delivered by the applicable Acquired Subsidiary to Seller or a Retained Company, or by Seller or any of its Affiliates to an Acquired Subsidiary, as applicable, prior to the Closing or (b) any Retained Business Liability has been erroneously assumed by Purchaser or any of its Affiliates, or any Acquired Business Liability has been erroneously retained by Seller or any of its Affiliates, then it shall promptly notify the applicable Party and the Parties shall thereafter reasonably cooperate to, as promptly as practicable, contribute, assign, transfer, convey or deliver (or cause to be contributed, assigned, transferred, conveyed or delivered), as applicable, without consideration the relevant asset to the relevant entity or assignee or cause the relevant liability to be assumed by the relevant entity or assignee in furtherance of the terms of this Agreement.

Misallocated Assets and Liabilities. Subject, in all instances, to Section 2.2 of this Agreement, if, during the two years following the Closing, any Party discovers that any right, property, asset or Liability that has been transferred by the Company or any Seller to the Buyer or any Buyer Designee in connection with the Closing pursuant to this Agreement as a60