Common use of Misallocations Clause in Contracts

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement (including, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization), such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement (including, for or is specifically identified as being allocated to the avoidance of doubt, any cash amount required to be contributed by one other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other in accordance with member of the Plan of Reorganizationfirst party’s Group (such asset, a “Misallocated Asset”), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary AgreementAgreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”), such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. For the avoidance Status as a Delayed Transferred SpinCo Asset or Delayed Transferred Parent Asset shall not cause such Asset to be considered a Misallocated Asset. The provisions of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Groupthis Section 2.1(c) shall make a payment in respect of any Liability that only apply to Post-Separation Transferred Assets and Liabilities following the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicableapplicable Post-Separation Effective Times.

Misallocations. (i) In the event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement (including, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization)Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset at no additional cost or consideration to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person Party receiving or possessing such Asset shall hold such Asset in trust for any such other PersonParty. In the event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party hereto (or any member of such Party’s Group) shall receive be liable for or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such other Party shall promptly transferassume, or cause to be transferredassumed, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For . (ii) In the avoidance event that any Party is or becomes aware of doubtany Registered IP that is, immediately following the Separation Effective Time, used, or held or developed for use, in or related to the business of one Party (i.e., in the event case of New Lionsgate, the LG Studios Business, and in the case of Starz, the Starz Business), but that was as of the Closing, and continues at any time or from such time to time (whether prior tobe, at or after the Effective Time), one owned by another Party (or any member of such Party’s respective Groupmember(s) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant (such Registered IP, to the extent it is used, or held or developed for use, in or related to the business of one Party, “Misallocated Registered IP”), and within three (3) years following the date of this Agreement or otherwise, informs such other Party of such belief in writing, then, subject to such other Party’s agreement in writing (acting reasonably and in good faith) that such Registered IP constitutes Misallocated Registered IP, (A) such Misallocated Registered IP shall reimburse thereafter be deemed, as applicable, (1) “New Lionsgate Intellectual Property Rights” if the first Parties have agreed that such Misallocated Registered IP is used, or held or developed for use, in or related to, the LG Studios Business (to the extent so used, or held or developed for use, in or related to the LG Studios Business), and (2) “Starz Intellectual Property Rights” if the Parties have agreed that such Misallocated Registered IP is used, or held or developed for use, in or related to the Starz Business (to the extent so used, or held or developed for use, in or related to the Starz Business); and (B) such Misallocated Registered IP shall thereafter immediately be deemed contributed, assigned, transferred, conveyed and delivered (and the Party for that erroneously owns such Misallocated Registered IP hereby contributes, assigns, transfers, conveys and delivers to the amount other Party such Misallocated Registered IP) in accordance with Section 2.1(a)(i) or (iii), as applicable, and the Parties shall take such actions with respect thereto in accordance with Section 2.1(b). If the Parties do not reach written agreement with respect to the ownership or identification of Misallocated Registered IP within thirty (30) days after a Party is informed by the other Party (acting reasonably and in good faith) of such other Party’s assertion in accordance with this Section 2.1(c) that such Registered IP constitutes Misallocated Registered IP, then the Parties shall use commercially reasonable efforts to promptly resolve such dispute in good faith. To the extent the Parties are not able to so paid as promptly as is reasonably practicablereach a resolution within thirty (30) days of commencing negotiations in respect thereof, the dispute shall be resolved pursuant to Article VI.

Misallocations. In Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in the event that that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) its Subsidiaries shall receive or otherwise possess any Asset that is allocated to the other Party (or any member Subsidiary of such Party’s Group) other Party pursuant to this Agreement or any Ancillary Agreement (includingAgreement, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization), such first Party shall promptly transfer, or cause its Subsidiary to be transferredtransfer, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), Subsidiary or designee and such Party (or member of such Party’s Group) Subsidiary or designee shall accept such Asset. Prior to any such transfer; provided that, the Person receiving terms of this Section 2.13(c) are not intended to limit or possessing such otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreement. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie Asset shall hold such or Delayed AbbVie Liability under Section 2.04 or a Delayed Abbott Asset or Delayed Abbott Liability under Section 2.05, in trust for any such other Person. In the event that that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party (or any member Subsidiary of such Party’s Group) other Party pursuant to this Agreement or any Ancillary Agreement, such the first Party shall promptly transfer, or cause its Subsidiary to be transferredtransfer, such Liability to the Party responsible therefor (so entitled thereto or to any member of such Party’s Group)Subsidiary or designee, and such Party (or member of such Party’s Group) Subsidiary or designee shall accept, assume and agree faithfully to faithfully perform such Liability. For ; provided that, the avoidance terms of doubt, this Section 2.13(c) are not intended to limit or otherwise modify in any way the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant to Parties’ rights and obligations under this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicableTax Sharing Agreement.

Misallocations. In Except to the extent otherwise contemplated in connection with a Deferred Baxalta Local Business under Section 2.03, a Delayed Baxalta Asset or Delayed Baxalta Liability under Section 2.04 or a Delayed Baxter Asset or Delayed Baxter Liability under Section 2.05, in the event that that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) its Subsidiaries shall receive or otherwise possess any Asset that is allocated to the other Party (or any member Subsidiary of such Party’s Group) other Party pursuant to this Agreement or any Ancillary Agreement (includingAgreement, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization), such first Party shall promptly transfer, or cause its Subsidiary to be transferredtransfer, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), Subsidiary or designee and such Party (or member of such Party’s Group) Subsidiary or designee shall accept such Asset. Prior to any such transfer; provided that, the Person receiving terms of this Section 2.13(c) are not intended to limit or possessing such otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Matters Agreement. Except to the extent otherwise contemplated in connection with a Deferred Baxalta Local Business under Section 2.03, a Delayed Baxalta Asset shall hold such or Delayed Baxalta Liability under Section 2.04 or a Delayed Baxter Asset or Delayed Baxter Liability under Section 2.05, in trust for any such other Person. In the event that that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party (or any member Subsidiary of such Party’s Group) other Party pursuant to this Agreement or any Ancillary Agreement, such the first Party shall promptly transfer, or cause its Subsidiary to be transferredtransfer, such Liability to the Party responsible therefor (so entitled thereto or to any member of such Party’s Group)Subsidiary or designee, and such Party (or member of such Party’s Group) Subsidiary or designee shall accept, assume and agree faithfully to faithfully perform such Liability. For ; provided that, the avoidance terms of doubt, this Section 2.13(c) are not intended to limit or otherwise modify in any way the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant to Parties’ rights and obligations under this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicableTax Matters Agreement.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement (including, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization)Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. In Except to the extent otherwise contemplated in connection with a Deferred Organon Local Business under Section 2.03, a Delayed Organon Asset or Delayed Organon Liability under Section 2.04 or a Delayed Merck Asset or Delayed Merck Liability under Section 2.05, in the event that that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) its Subsidiaries shall receive or otherwise possess possess, or become aware of a third party’s possession of, any Asset that is allocated to the other Party (or any member Subsidiary of such Party’s Group) other Party pursuant to this Agreement or any Ancillary Agreement (includingTransaction Document, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization), such first Party shall use its commercially reasonable efforts to promptly transfer, or cause its Subsidiary or instruct such third party to be transferredtransfer, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), Subsidiary or designee and such Party (or member of such Party’s Group) Subsidiary or designee shall accept such Asset. Prior to any such transfer; provided that, the Person receiving terms of this Section 2.14(c) are not intended to limit or possessing such otherwise modify in any way the Parties’ rights and obligations under this Agreement or any Transaction Document. Except to the extent otherwise contemplated in connection with a Deferred Organon Local Business under Section 2.03, a Delayed Organon Asset shall hold such or Delayed Organon Liability under Section 2.04 or a Delayed Merck Asset or Delayed Merck Liability under Section 2.05, in trust for any such other Person. In the event that that, at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party (or any member Subsidiary of such Party’s Group) other Party pursuant to this Agreement or any Ancillary AgreementTransaction Document, such the first Party shall use its commercially reasonable efforts to promptly transfer, or cause its Subsidiary to be transferredtransfer, such Liability to the Party responsible therefor (so entitled thereto or to any member of such Party’s Group)Subsidiary or designee, and such Party (or member of such Party’s Group) Subsidiary or designee shall accept, assume and agree faithfully to faithfully perform such Liability. For ; provided that, the avoidance terms of doubt, this Section 2.14(c) are not intended to limit or otherwise modify in any way the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (Parties’ rights and obligations under this Agreement or any member Transaction Document. The Parties also agree that, if a Party or any of such Party’s respective Group) shall make a payment in respect of its Subsidiaries possesses any Asset or Liability that the Parties agree is allocated to the other Party (or any member Subsidiary of such other Party’s Group) Party pursuant to this Agreement or otherwiseany Transaction Document, such other Asset or Liability shall nonetheless be treated as an Asset or Liability of the Party shall reimburse the first Party for the amount so paid as promptly as to which it is reasonably practicableallocated.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement (including, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization), such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

Misallocations. In Subject to Section 2.4, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement (including, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization)Agreement, such first Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group)) for no further consideration and without reimbursement or set-off, and such Party (or member of such Party’s Group) so entitled thereto shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any the use and benefit of such other PersonPerson (at the expense of the Party entitled thereto). In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume or be subject to any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such first Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such LiabilityLiability for no further consideration and without reimbursement or set-off. For the avoidance of doubtIf reasonably practicable and permitted under applicable Law, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) transfer pursuant to this Agreement or otherwise, such other Party shall reimburse Section 2.1(c) may be effected by rescission of the first Party for applicable portion of a Transfer Document as may be agreed by the amount so paid as promptly as is reasonably practicablerelevant Parties.

Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement (including, for the avoidance of doubt, any cash amount required to be contributed by one Party (or any member of such Party’s Group) to the other in accordance with the Plan of Reorganization)Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Separation Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party (or any member of such other Party’s Group) pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable. To the extent that any Party receives any mail or packages addressed to another Party and such mail is not relating solely to the Assets or Liabilities transferred to such Party pursuant to this Agreement, such Party shall promptly deliver such mail or packages to such other Party.