Common use of Misallocated Assets Clause in Contracts

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. Subject to Section 2.11, Section 2.12 and Section 5.5, in 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 an Assigned 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 an Assigned 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 practicablepracticable and subject to the receipt of any applicable Consents, (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 other applicable Local Purchase AgreementTransaction Document.

Misallocated Assets. Subject If, following the Closing, any right, property or asset that would constitute an Excluded Asset is found to Section 2.11have been transferred to Buyer or its Affiliates or Subsidiaries in error, Section 2.12 and Section 5.5either directly or indirectly (including in preparation for the separation of the TMA Business from Seller), in the event that either Buyer shall transfer, or shall cause its Affiliates to transfer, at no cost (or if reasonably determined by Buyer, for nominal consideration) to Seller or Purchaser becomes aware that the other members of the Seller Group, such right, property or asset (aand any related Liability) record as soon as practicable to one or beneficial ownership more members of the Seller Group indicated by Seller. If, following the Closing, any right, property or possession of any asset that is would constitute a Transferred Asset has not is found to have been sold, conveyed, transferred, assigned and delivered retained by Seller or its Affiliates any other member of the Seller Group in error, either directly or indirectly (including in preparation for the separation of the TMA Business from Seller), Seller shall transfer, or shall cause the other members of the Seller Group to Purchaser transfer, at no cost (or one if reasonably determined by Seller, for nominal consideration) to Buyer, such right, property or asset (and any related Liability) as soon as practicable to Buyer or an Affiliate of Buyer indicated by Buyer. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets are not intended to, and shall not, be transferred to Buyer or any 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 Seller Group shall thereafter reasonably cooperate toretain such rights, as promptly as practicable, (x) sell, convey, transfer, assign properties 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 Agreementassets.

Misallocated Assets. Subject to Section 2.11(a) If, Section 2.12 at any time after the Closing, Buyer or the Purchased Subsidiaries, on the one hand, or Seller and Section 5.5its Affiliates, in on the event that either Seller other hand, is or Purchaser becomes aware that any asset (aincluding cash) record owned, received or held by a Purchased Subsidiary or any of its Affiliates, or to which a Purchased Subsidiary or any of its Affiliates has title or otherwise a beneficial ownership or possession of any other interest therein, is an asset that is a Transferred primarily used (or held for use) for, or is primarily related to any Retained Business or is otherwise contemplated by this Agreement to be retained by Seller and the Retained Subsidiaries under this Agreement (each, an “Excluded Asset”), it shall promptly inform the other party of such fact in writing and (i) the Purchased Subsidiaries shall return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset; or (ii) Buyer and the Purchased Subsidiaries shall, and shall cause their appropriate Affiliates to, (A) if such Excluded Asset has cannot been soldbe so returned, transferred or conveyed, transferredenter into such reasonable arrangements (including back-to-back subleasing, assigned sublicensing, subcontracting or other similar arrangements) as shall enable Seller and delivered by its applicable Affiliates to enjoy the benefits and bear the burdens of the applicable Excluded Asset as if such conveyance had occurred as of the Closing and (B) execute such documents or instruments of conveyance and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset back to 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 appropriate 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 such that each party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (b) If, at any time after the Closing, Buyer and the Purchased Subsidiaries, on the one hand, or Seller and its Affiliates, on the other hand, is or becomes aware that any asset (including cash) owned, received or held by any Seller or any of its Affiliates, or to which any Seller or any of its Affiliates has title or otherwise a beneficial or other interest therein, is an asset that is primarily used (or held for use) for or is primarily related to the Business or is otherwise contemplated to be transferred to Buyer or the Purchased Subsidiaries under this Agreement (each, a “Business Asset”), it shall promptly inform the other party of such fact in writing and (i) Seller shall, and shall cause its applicable Affiliate to, return or any transfer and convey (without further consideration) to the Buyer such Business Asset or (ii) Seller and the Purchased Subsidiary shall, and shall cause their appropriate Affiliates to, (A) if such Business Asset cannot be so returned, transferred or conveyed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable the Purchased Subsidiaries to enjoy the benefits and bear the burdens of the applicable Local Purchase AgreementBusiness Asset as if such conveyance had occurred as of the Closing and (B) 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 Business Asset back to the Purchased Subsidiaries, in each case such that each party is put into the same economic position as if such action had been taken on or prior to the Closing Date.

Misallocated Assets. Subject to Section 2.11, Section 2.12 and Section 5.5, in 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 an Assigned 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 an Assigned 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 practicablepracticable and subject to the receipt of any applicable Consents, (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, -36- 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 other applicable Local Purchase AgreementTransaction Document.