Common use of Misallocated Assets and Liabilities Clause in Contracts

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.