Common use of Misallocated Assets Clause in Contracts

Misallocated Assets. 17.1 If, within two (2) years after Completion, any property, right or asset which was not predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by or relating to, or forming part of, the Business before Completion is found to have been transferred to the Purchaser or a Relevant Purchaser or a Group Company, the Purchaser shall transfer, or procure that the relevant Group Company or Relevant Purchaser shall transfer, and the Seller shall accept, at no cost and free from any Encumbrance created by the Purchaser’s Group after Completion, such property, right or asset as soon as practicable to the transferor or another member of the Seller’s Group nominated by the 48 Seller, and pending such transfer shall hold any such property, right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective. 17.2 If, within three (3) years after Completion, any property, right or asset which was predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by, or forming part of, the Business before Completion is found to have been retained by the Seller’s Group (whether directly or indirectly), the Seller shall transfer, or procure that the relevant member of the Seller’s Group shall transfer, at no cost and free from any Encumbrance, such property, right or asset as soon as practicable to the Purchaser or such other Group Company or Relevant Purchaser, as may be nominated by the Purchaser, and pending such transfer shall hold any such property, right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the Purchaser or relevant Group Company or Relevant Purchaser absolutely until the time that such transfer becomes effective. 17.3 If a member of either the Seller’s Group or the Purchaser’s Group discovers within three (3) years after Completion that a member of the Purchaser’s Group owns (including in accordance with Clause 17.2) any Retained Intellectual Property, the Purchaser shall, as soon as practicable after receipt of a notice to that effect containing details of the Retained Intellectual Property concerned, procure the assignment of such Retained Intellectual Property by such other relevant member of the Purchaser’s Group to a member of the Seller’s Group designated by the Seller. 17.4 For the avoidance of doubt, any Tax cost arising in connection with any transfer or assignment made pursuant to any of Clauses 17.1 to 17.3 above shall be borne solely by the Seller.

Misallocated Assets. 17.1 (a) If, within two (2) years after Completionfollowing the Closing, any propertyright, right property or asset which was not predominantly (included in the case of any property, right or asset excluding Intellectual Property) or exclusively (in Purchased Assets and not primarily relating to the case of any property, right or asset including Intellectual Property) used by or relating to, or forming part of, the RLC Ductless Business before Completion is found to have been transferred to Purchaser, any of its Affiliates or the Purchaser Purchased Companies in error, either directly or indirectly (including as a Relevant Purchaser or a Group Companyresult of the Pre-Closing Reorganization), the Purchaser shall transfer, or procure that shall cause its Affiliates or the relevant Group Company or Relevant Purchaser shall Purchased Companies to transfer, and the Seller shall accept, at no cost and free from any Encumbrance created by the Purchaser’s Group after Completionadditional cost, such propertyright, 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 transferor or another member provisions of Section 2.11(b) and Section 2.11(c) shall apply mutatis mutandis to such transfer). If, following the Seller’s Group nominated by the 48 SellerClosing, and pending such transfer shall hold any such propertyright, right property or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective. 17.2 If, within three (3) years after Completion, any property, right or asset which was predominantly (included in the case of any property, right Purchased Assets or asset excluding Intellectual Propertyprimarily relating to the RLC Ductless Business (other than an Excluded Asset) or exclusively (in the case of any property, right or asset including Intellectual Property) used by, or forming part of, the Business before Completion is found to have been retained by the Seller’s Group (whether Seller or any of its Affiliates in error, either directly or indirectlyindirectly (including as a result of the Pre-Closing Reorganization), the Seller shall transfer, or procure that the relevant member of the Seller’s Group shall cause its applicable Affiliates to transfer, at no cost and free from any Encumbranceadditional cost, such propertyright, right property or asset (and any related Liability) as soon as practicable to the 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 Group Company 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 Relevant Purchaserdraft form) that were invented by at least one employee of Seller and its Affiliates that reports into the RLC Ducted Business, as may be nominated 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 date of this Agreement and not included on Section 2.4(d) of the Seller Disclosure Schedules as of the date hereof, in either case, and that (1) are owned by Seller or its Affiliates immediately following the Closing (but excluding any Intellectual Property (A) included on the schedules to the Ducted Patent License Agreement, and (B) embodied in any products, services, software or components that are sold or provided by the PurchaserRetained Business to the RLC Ducted Business in a commercial arrangement as of the Closing Date, which in each case are not subject to the procedures herein), (2) Purchaser believes in good faith are primarily related to the RLC Ducted Business, and pending such transfer shall hold any such property, right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the Purchaser or relevant Group Company or Relevant Purchaser absolutely until the time that such transfer becomes effective. 17.3 If a member of either the Seller’s Group or the Purchaser’s Group discovers within three (3) years after Completion were invented by one or more employees of Seller and its Affiliates that a member reported into the RLC Ducted Business as of the Purchaser’s Group owns earliest effective filing date of such Patent (including in accordance with Clause 17.2) any Retained Intellectual Propertycollectively, the “Identified Patents”). Purchaser shallshall aggregate all Identified Patents into a single notice provided to Seller in writing within such six (6) month period and Seller shall have ninety (90) days to review such submission. If Seller can demonstrate, in good faith, that claims of any such Identified Patent or any patent related by priority claim to such Identified Patent (collectively, the “Identified Patent Family”) are material to the Retained Business, then each patent or patent application (as soon as practicable after receipt applicable) in such Identified Patent Family will remain owned by Seller or any of its Affiliates (and for clarity, subject to the covenant not to sue in Section 5.9(f)(i)). If there is a notice good faith dispute between the parties with respect to that effect containing details the demonstration set forth in the prior sentence, such dispute shall be escalated to the Chief Executive Officer of Seller and the Chief Executive Officer of Purchaser for resolution within twenty (20) days of such notice, and each party shall use reasonable efforts to cause the Chief Executive Officers to reach a mutually agreeable resolution during such period. If the Chief Executive Officers of Seller and Purchaser are unable to negotiate a mutually agreeable resolution within such twenty (20)-day period, then such matter shall be finally resolved by arbitration administered by the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules and their Expedited Procedures, before a sole arbitrator to be appointed by AAA. If Seller cannot demonstrate the foregoing with respect to any Identified Patent Family, then all patents and patent applications in such Identified Patent Family shall be deemed included on Section 2.4(d) of the Retained Intellectual Property concerned, procure the assignment of such Retained Intellectual Property by such other relevant member Seller Disclosure Schedules and transferred to Purchaser effective as of the Purchaser’s Group Closing Date, at no additional cost to a member of Purchaser (and for clarity, subject to the Seller’s Group designated by the Sellercovenant not to sue in Section 5.9(f)(ii)). 17.4 For the avoidance of doubt, any Tax cost arising in connection with any transfer or assignment made pursuant to any of Clauses 17.1 to 17.3 above shall be borne solely by the Seller.

Misallocated Assets. 17.1 If, within two (2) years after Completionfollowing the Closing, any propertyright, right property or asset which was not predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by or relating to, or forming part of, of the Business before Completion is found to have been transferred to Purchaser in error, either directly or indirectly (including as a result of the Purchaser or a Relevant Purchaser or a Group CompanyPre-Closing Reorganization), the Purchaser shall transfer, or procure that shall cause its Affiliates (including the relevant Group Company or Relevant Purchaser shall Purchased Entities) to transfer, and the Seller shall accept, at no cost and free from any Encumbrance created by the Purchaser’s Group after Completioncost, such propertyright, right property or asset (and any related Retained Liability) as soon as practicable to the transferor Seller Entity indicated by Seller. If, following the Closing, any right, property or another member asset forming part of the Seller’s Group nominated by the 48 Seller, and pending such transfer shall hold any such property, right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective. 17.2 If, within three (3) years after Completion, any property, right or asset which was predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by, or forming part of, the Business before Completion is found to have been retained by the Seller’s Group (whether Seller or any other Seller Entity in error, either directly or indirectlyindirectly (including as a result of the Pre-Closing Reorganization), the Seller shall transfer, or procure that shall cause the relevant member of the Seller’s Group shall other Seller Entities to transfer, at no cost and free from any Encumbrancecost, such propertyright, right property or asset (and any related Assumed Liability) as soon as practicable to the Purchaser or an Affiliate (including a Purchased Entity) indicated by Purchaser. Until such other Group Company time that the applicable party or Relevant Purchasercurrent or future Affiliate thereof transfers such right, as may be nominated by the Purchaser, and pending such transfer shall hold any such property, right property or asset (including any benefit attributed to or derived from it) on trust the other party in accordance with this Section 5.14, Seller, on behalf of itself and its current or future Affiliates, and Purchaser, on behalf of itself and its current or future Affiliates hereby (i) agrees to hold, maintain and utilize its right, title and interest in the right, property or asset in trust for the benefit other party until such time as the transfer and conveyance is completed, in each case for no additional consideration, including to comply with all applicable covenants and obligations with respect to any such right, property or asset held by it, including the payment of any costs and expenses in connection therewith, which shall be performed by such party or its applicable Affiliate for the Purchaser other party’s account and such other party shall promptly reimburse such party for any such out-of-pocket costs and (ii) grants to the other party, and their current and future Affiliates a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sub-licensable and transferable right and license (or relevant Group Company or Relevant Purchaser absolutely until the time that such transfer becomes effective. 17.3 If a member of either the Seller’s Group or the Purchaser’s Group discovers within three (3) years after Completion that a member of the Purchaser’s Group owns (including in accordance with Clause 17.2) any Retained Intellectual Property, the Purchaser shallsub-license, as soon as practicable after receipt of a notice the case may be) to that effect containing details of the Retained Intellectual Property concernedfully use, procure the assignment of practice and otherwise exploit such Retained Intellectual Property by such other relevant member of the Purchaser’s Group to a member of the Seller’s Group designated by the Sellerright, property or asset. 17.4 For the avoidance of doubt, any Tax cost arising in connection with any transfer or assignment made pursuant to any of Clauses 17.1 to 17.3 above shall be borne solely by the Seller.

Misallocated Assets. 17.1 If, within two (2) years after Completionfollowing the Closing, any propertyright, right property or asset which was not predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by or relating to, or forming part of, of the Business before Completion is found to have been transferred to the Purchaser in error, either directly or a Relevant Purchaser or a Group Companyindirectly, the Purchaser shall (i) transfer, or procure that shall cause its Affiliates (including, after the relevant Group Company or Relevant Purchaser shall Closing, the members of the Alkali Group) to transfer, and the Seller shall accept, at no cost and free from any Encumbrance created by to Seller or the Purchaser’s Group after Completionother members of the Seller Group, such propertyright, right property or asset (and any related Liability) as soon as practicable to one or more members of the transferor or another Seller Group indicated by Seller and (ii) ensure that the member of the Seller’s Purchaser Group nominated shall where permitted by the 48 Sellerterms on which such member has the right to such asset, hold the asset (or part thereof), and pending any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Seller and allow the Seller Group from and after the Closing to have full enjoyment and use of such transfer asset and Seller shall hold bear all burdens relating to such asset. If, following the Closing, any such propertyright, right property or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit forming part of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective. 17.2 If, within three (3) years after Completion, any property, right or asset which was predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by, or forming part of, the Business before Completion is found to have been retained by Seller or any other member of the Seller’s Seller Group (whether in error, either directly or indirectly), the Seller shall (i) transfer, or procure that shall cause the relevant member other members of the Seller’s Seller Group shall to transfer, at no cost and free from any Encumbranceto Purchaser, such propertyright, right property or asset (and any related Liability) as soon as practicable to the Purchaser or such other Group Company or Relevant Purchaser, as may be nominated by the Purchaser, and pending such transfer shall hold any such property, right or asset an Affiliate of Purchaser (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the Purchaser or relevant Group Company or Relevant Purchaser absolutely until the time that such transfer becomes effective. 17.3 If a member of either the Seller’s Group or the Purchaser’s Group discovers within three (3) years after Completion that a member of the Purchaser’s Group owns Alkali Group) indicated by Purchaser and (including in accordance with Clause 17.2ii) any Retained Intellectual Property, ensure that the Purchaser shall, as soon as practicable after receipt of a notice to that effect containing details of the Retained Intellectual Property concerned, procure the assignment of such Retained Intellectual Property by such other relevant member of the Purchaser’s Seller Group to a member of the Seller’s Group designated shall where permitted by the Sellerterms on which such member 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 Purchaser and allow Purchaser from and after the Closing to have full enjoyment and use of such asset and Purchaser shall bear all burdens relating to such asset. 17.4 For the avoidance of doubt, any Tax cost arising in connection with any transfer or assignment made pursuant to any of Clauses 17.1 to 17.3 above shall be borne solely by the Seller.

Misallocated Assets. 17.1 (a) If, at any time within two (2) years after Completion12 months following the Closing, any right, property, right asset or asset which was not predominantly (in Liability primarily relating to the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by or relating to, or forming part of, the Retained Business before Completion is found to have been transferred to the Purchaser or a Relevant Purchaser its Affiliates (including any Transferred Entity) in error, either directly or a Group Companyindirectly, the Purchaser shall transfer, or procure that shall cause its Affiliates (including the relevant Group Company or Relevant Purchaser shall Transferred Entities) to transfer, and the Seller shall accept, at no Seller's sole cost and free from expense (except for any Encumbrance created by the Purchaser’s Group after Completioncost or expense that is an obligation of Purchaser pursuant to another Transaction Document) and for no consideration, such right, property, right asset or asset Liability as soon as practicable to Seller or its designated Affiliate, indicated by Seller in writing. (b) If, at any time within 12 months following the transferor or another member of the Seller’s Group nominated by the 48 SellerClosing, and pending such transfer shall hold any such right, property, right asset or asset (including any benefit attributed Liability primarily relating to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective. 17.2 If, within three (3) years after Completion, any property, right or asset which was predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by, or forming part of, the Business before Completion is found to have been retained by the Seller’s Group (whether Seller or its Affiliates in error, either directly or indirectly), the Seller shall transfer, or procure that shall cause the relevant member of the Seller’s Group shall applicable Affiliate to transfer, at no Seller's sole cost and free from expense (other than the portion of any EncumbranceTransfer Taxes for which Purchaser is responsible pursuant to this Agreement) and for no additional consideration, such right, property, right asset or asset Liability as soon as practicable to the Purchaser or its designated Affiliate, indicated by Purchaser in writing (c) Until such other Group Company or Relevant Purchasertime as such misallocated right, as may be nominated by the Purchaser, and pending such transfer shall hold any such property, right or asset (including any benefit attributed each, a "Misallocated Asset") is transferred (to Purchaser or derived from itits Affiliates, pursuant to Section 5.15(b) on trust or Seller or its Affiliates pursuant to Section 5.15(a), above), the transferring Party on behalf of itself and its Affiliates, hereby (i) agrees to hold, maintain and utilize its right, title and interest in such Misallocated Asset in trust for the benefit transferee Party for no additional consideration; and (ii) grants to the transferee Party (A) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sub-licensable and transferable right and license (or sub-license, as the case may be) under the transferring Party's rights in such Misallocated Asset to use, practice and otherwise exploit such Misallocated Asset; and (B) a covenant not to sue with respect to transferee Party's use, practice and exploitation of any Intellectual Property associated with such Misallocated Asset solely to the extent that such Misallocated Asset is used, practiced and exploited in substantially the same manner as it was used, practiced and exploited in the 12-month period immediately prior to the Closing Date, in each case of clauses (i) and (ii), effective as of the Closing Date until such Misallocated Asset is so transferred. Section 5.16 Acknowledgment of Pre-Closing Services. Purchaser or relevant Group Company or Relevant Purchaser absolutely until acknowledges that Seller and its Affiliates provide various services, rights and support to the time that such transfer becomes effective. 17.3 If a member of either the Seller’s Group or the Purchaser’s Group discovers within three (3) years after Completion that a member of the Purchaser’s Group owns Business (including with respect to the following matters: tax, legal, compliance and governmental affairs, information technology support, audit, accounting, treasury, insurance, business development, capital raising and intercompany financing and access to shared facilities, including any research centers), in accordance with Clause 17.2) any Retained Intellectual Property, the Purchaser shall, as soon as practicable after receipt of a notice to that effect containing details of the Retained Intellectual Property concerned, procure the assignment of such Retained Intellectual Property by such other relevant member of the Purchaser’s Group to a member of the Seller’s Group designated by the Seller. 17.4 For the avoidance of doubt, any Tax cost arising in connection with any transfer or assignment made pursuant to any of Clauses 17.1 to 17.3 above shall be borne solely by the Seller.each