Common use of Misallocated Assets Clause in Contracts

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. If(a) Subject to Section 5.15, if, at any time after the Closing DateClosing, Purchaser or the Purchased Entity, on the one hand, or Seller, on the other hand, is or becomes aware that any of Buyers, Sellers asset owned or held by the Purchased Entity or any of its Affiliates (other than Purchaser), or to which the Purchased Entity or any of its Affiliates (other than Purchaser) has title or otherwise a beneficial or other interest therein, is an Excluded Asset or the Purchased Entity or any of its Affiliates is found subject to a Retained Liability, it shall inform the other Party of such fact in writing and (i) the Purchased Entity shall or shall cause its appropriate Subsidiary to, return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset or Retained Liability; (ii) Seller shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Retained Liability; and (iii) Seller and the Purchased Entity shall, and shall cause their respective appropriate Affiliates discovers (aother than Purchaser in the case of the Purchased Entity) to, (A) if such Excluded Asset or Retained Liability cannot be so returned, transferred or conveyed or directly assumed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable Seller and its applicable Affiliates to enjoy the benefits of the applicable Excluded Asset or the burdens of the applicable Retained Liability as if such conveyance or assumption 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 Excluded Asset or Retained Liability back to Seller or its appropriate Affiliate, 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. In the event an Excluded Asset or Retained Liability is distributed or otherwise transferred from the Purchased Entity or any of its Subsidiaries to Purchaser, Purchaser shall be bound with respect to such Excluded Asset or Retained Liability as if it were the Purchased Entity for purposes of this Section 5.17(a). (b) Subject to Section 5.15, if, at any time after the Closing, Purchaser or the Purchased Entity, on the one hand, or Seller, on the other hand, is or becomes aware that any asset owned or held by Seller or any of its Affiliates, or to which Seller or any of its Affiliates has title or otherwise a beneficial or other interest therein, is a Transferred Asset or Seller or any of its Affiliates is found to be subject to an Assumed Liability, it shall inform the owner of, receives or otherwise comes to possess, any asset (other than the assets Party of such fact in writing and (i) set forth on Section 3.20(bSeller shall return or transfer and convey (without further consideration) to the Purchased Entity or the appropriate Subsidiary of the Disclosure Schedule Purchased Entity such Transferred Asset or Assumed Liability; (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, Purchased Entity shall, or shall cause its applicable Affiliates appropriate Subsidiary to, promptly pay assume (without further consideration) such Assumed Liability; and (iii) Seller and the Purchased Entity shall, and shall cause their appropriate Affiliates (other than Purchaser in the case of the Purchased Entity) to, (A) if such Transferred Asset or deliver Assumed Liability cannot be so returned, transferred or conveyed or directly assumed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable the Purchased Entity to Buyer enjoy the benefits of the applicable Transferred Asset or the burdens of the applicable Assumed Liability as if such conveyance or assumption 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 Transferred Asset or Assumed Liability back to the Purchased Entity or its appropriate Subsidiary, 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. (c) Without limiting the foregoing, and subject to Section 5.15, if, at any time after the Closing: (i) Purchaser or the Purchased Entity, on the one hand, or Seller, on the other hand, is or becomes aware that any Patent, Internet Property or Trademark that is primarily used (or one held for use) for, was primarily developed for, or more is primarily related to any Retained Businesses, but was included on Section 1.1(k)(v) of their Affiliates as Buyers may designatethe Seller Disclosure Schedules (“Misallocated Retained Business IP”), and, within the twelve (12) months following Closing, informs the other Party of such fact in writing, then, subject to such other Party’s agreement in writing (such agreement not to be unreasonably withheld, conditioned or delayed) that such Patent, Internet Property or Trademark does constitute Misallocated Retained Business IP, such Misallocated Retained Business IP shall thereafter be deemed an Excluded Asset and subject to the terms of this Agreement accordingly (including in accordance with Sections 5.10 and 5.17(a)); or (ii) any monies Patent, Internet Property or checks which have been sent Trademark that is, as of the Closing, owned by Seller or any of its Subsidiaries and is primarily used (or held for use) for, was primarily developed for, or is primarily related to Sellers the Business, but was not included on Section 1.1(k)(v)) of the Seller Disclosure Schedules (“Misallocated Business IP”), and, within the twelve (12) months following Closing, informs the other Party of such fact in writing, then, subject to such other Party’s agreement in writing (acting reasonably and in good faith) that such Patent, Internet Property or its applicable Affiliates by customersTrademark does constitute Misallocated Business IP, suppliers or other contracting parties in respect of any such Misallocated Assets Business IP shall thereafter be deemed part of the Business Intellectual Property and which should have been sent subject to Buyers or its applicable Affiliates the terms of this Agreement accordingly (including promptly forwarding invoices or similar documentation to Buyers or its applicable Affiliatesin accordance with Section 5.10 and 5.17(b).

Misallocated Assets. If(a) Subject to Section 2.10, if, at any time after the Closing DateClosing, any of Buyersasset, Sellers right or property 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 return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset or Retained Liability; (ii) Seller shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Retained Liability; and (iii) Seller and the Purchaser Parties shall, and shall cause their respective appropriate Affiliates discovers 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, 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. (ab) that Subject to Section 2.10, if, at any time after the Closing, any asset, right or property held by Seller or any of its Affiliates is the owner ofultimately determined to be a Purchased Asset or Seller or any of its Affiliates is found to be subject to an Assumed Liability, receives or otherwise comes to possess, any asset (other than the assets (i) set forth on Section 3.20(bSeller shall, and shall cause the other Seller Entities to, transfer and convey (without further consideration) of the Disclosure Schedule to Purchaser such Purchased Asset or Assumed Liability; (ii) used to perform Purchaser shall assume (without further consideration) such Assumed Liability; and (iii) Seller and 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 Purchaser Parties shall, or and shall cause their applicable appropriate Affiliates to, promptly 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 Misallocated Assets Purchased Asset or Assumed Liability to Purchaser, 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 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)Closing Date.

Misallocated Assets. If(a) Subject to Section 2.11, if, at any time after the Closing DateClosing, any of Buyers, Sellers 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 respective appropriate Affiliates discovers 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. (ab) that 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 the owner offound to be subject to an Assumed Liability, 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, Seller shall, or shall cause its applicable Affiliates to, promptly pay return or deliver transfer and convey (without further consideration) to Buyer Purchaser such Purchased Asset or Assumed Liability as directed in writing by Purchaser; (ii) Purchaser shall, or one 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 more instruments of their Affiliates conveyance or assumption and take such further acts as Buyers may designate) any monies are reasonably necessary or checks which have been sent desirable to Sellers effect the transfer of such Purchased Asset or Assumed Liability to Purchaser 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)appropriate Affiliate.

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 If after the Closing: (i) the Buyer or any of its Affiliates affiliates holds, is the owner of, receives or otherwise comes to possess, possess any asset (other than the assets (i) set forth on Section 3.20(b) of the Disclosure Schedule Excluded Assets or Excluded Liabilities; or (ii) used the Seller or any of its affiliates hold, is the owner of, receives or otherwise comes to perform the services under the Transition Services Agreement) used primarily in the operation of the Business as currently conducted possess any Purchased Assets 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)Assumed Liabilities, the “Misallocated Assets”), Sellers Buyer or Buyersthe Seller, as applicable shallapplicable, or shall cause their applicable Affiliates to, will: (A) promptly transfer such Misallocated Assets give written notice to the other Party Party; and (B) promptly transfer assign, convey and deliver (or one cause to be transferred, assigned, conveyed and delivered) such assets or more of their Affiliates assume (or cause to be assumed) such Assumed Liabilities or Excluded Liabilities to or from (as may be designated (and Buyers or Sellers, as applicable) the case may be, will, and will cause their respective Affiliates to), accept such Misallocated Assets) for no additional considerationother Party. Prior to any such transfer, the Misallocated Assets shall be held Party receiving or possessing any such asset will hold it in trust for the benefitbenefit of such other Party. Each Party will cooperate with the other Party and use its commercially reasonable efforts to set up procedures and notifications as are reasonably necessary or advisable to effectuate the assignment, insofar transfer, conveyance and delivery, or assumption, contemplated by this Section 8.4. Following the Closing, the Seller will, and will cause its affiliates to, deliver as reasonably possible, of promptly as practicable any Purchased Assets that were not provided to the transferees (and Buyer at the transferring Parties’ sole expense) until the consummation of the transfer thereofClosing. In furtherance Without duplication or limitation of the foregoing, Sellers in the event that: (x) the Seller or Buyersany of its affiliates receives any payment, as the case may be, shall, invoice 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 other correspondence from customers, suppliers or other contracting parties related to the Purchased Assets or the Assumed Liabilities, after the Closing, the Seller agrees to promptly remit (or cause to be promptly remitted) such funds, invoices or other correspondence to the Buyer; or (y) the Buyer or any of its affiliates receive any payment, invoice or other correspondence from customers, suppliers or other contracting parties of the Seller, or otherwise related to the Excluded Assets or the Excluded Liabilities, after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds, invoices or other correspondence to the Seller. (b) If any Party hereto brings a Legal Proceeding in respect of connection with any controversy, disagreement or dispute arising under this Section 8.4, the losing Party in any such Misallocated Assets Legal Proceeding shall reimburse the prevailing Party for its reasonable and which should have been sent to Buyers or its applicable Affiliates documented costs and expenses (including promptly forwarding invoices reasonable and documented attorneys’ fees) in connection with such Legal Proceeding. (c) Prior to the Closing, the Seller shall, and as applicable shall cause Travel Services to, update the owner of record for each item of Seller Registered IP to be the Seller or similar documentation Travel Services, where any such item has on the date of this Agreement as the owner of record any entity or name other than the name of the Seller or Travel Services, as applicable, immediately prior to Buyers or its applicable Affiliates)Closing.

Misallocated Assets. If(a) Subject to Section 2.10, if, at any time after the Closing DateClosing, any of Buyers, Sellers asset held by Purchaser or any of its Affiliates (including the Purchased Companies and their respective Subsidiaries) is ultimately determined to be an Excluded Asset or Purchaser or any of its Affiliates discovers is found subject to a Retained Liability, (ai) Purchaser shall return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset or Retained Liability; (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, 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. (b) Subject to Section 2.10, 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 the owner offound to be subject to an Assumed Liability, receives or otherwise comes to possess, any asset (other than the assets (i) set forth on Section 3.20(bSeller shall return or transfer and convey (without further consideration) of the Disclosure Schedule to Purchaser such Purchased Asset or Assumed Liability; (ii) used to perform the services under the Transition Services AgreementPurchaser shall assume (without further consideration) used primarily in the operation of the Business as currently conducted or such Assumed Liability; and (biii) 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 Seller and Purchaser shall, or and shall cause their applicable appropriate Affiliates to, promptly 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 Misallocated Assets Purchased Asset or Assumed Liability back to Purchaser, 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 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)Closing Date.