Common use of Misallocations Clause in Contracts

Misallocations. 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, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise possess any Asset that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Asset to the Party so entitled thereto or such Party’s Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such Asset; provided that, the terms of this Section 2.13(c) are not intended to limit or 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 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, at any time or from time to time (whether prior to, at or after the Effective Time), one Party or any of its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Liability to the Party so entitled thereto or such Party’s Subsidiary or designee, and such Party or such Party’s Subsidiary or designee shall accept, assume and agree faithfully to perform such Liability; provided that, the terms of this Section 2.13(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreement.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Baxalta Local Business under Section 2.03, a Delayed AbbVie Baxalta Asset or Delayed AbbVie Baxalta Liability under Section 2.04 or a Delayed Abbott Baxter Asset or Delayed Abbott Baxter Liability under Section 2.05, 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 of its Subsidiaries shall receive or otherwise possess any Asset that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Asset to the Party so entitled thereto or such Party’s Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such Asset; provided that, the terms of this Section 2.13(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Matters Agreement. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Baxalta Local Business under Section 2.03, a Delayed AbbVie Baxalta Asset or Delayed AbbVie Baxalta Liability under Section 2.04 or a Delayed Abbott Baxter Asset or Delayed Abbott Baxter Liability under Section 2.05, 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 of its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Liability to the Party so entitled thereto or such Party’s Subsidiary or designee, and such Party or such Party’s Subsidiary or designee shall accept, assume and agree faithfully to perform such Liability; provided that, the terms of this Section 2.13(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Matters Agreement.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Organon Local Business under Section 2.03, a Delayed AbbVie Organon Asset or Delayed AbbVie Organon Liability under Section 2.04 or a Delayed Abbott Merck Asset or Delayed Abbott Merck Liability under Section 2.05, 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 of 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 Subsidiary of such other Party pursuant to this Agreement or any Ancillary AgreementTransaction Document, the first Party shall use its commercially reasonable efforts to promptly transfer, or cause its Subsidiary or instruct such third party to transfer, such Asset to the Party so entitled thereto or such Party’s Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such Asset; provided that, the terms of this Section 2.13(c2.14(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Agreementany Transaction Document. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Organon Local Business under Section 2.03, a Delayed AbbVie Organon Asset or Delayed AbbVie Organon Liability under Section 2.04 or a Delayed Abbott Merck Asset or Delayed Abbott Merck Liability under Section 2.05, 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 of its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary AgreementTransaction Document, the first Party shall use its commercially reasonable efforts to promptly transfer, or cause its Subsidiary to transfer, such Liability to the Party so entitled thereto or such Party’s Subsidiary or designee, and such Party or such Party’s Subsidiary or designee shall accept, assume and agree faithfully to perform such Liability; provided that, the terms of this Section 2.13(c2.14(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or any Transaction Document. The Parties also agree that, if a Party or any of its Subsidiaries possesses any Asset or Liability that is allocated to the Tax Sharing Agreementother Party or any Subsidiary of such other Party pursuant to this Agreement or any Transaction Document, such Asset or Liability shall nonetheless be treated as an Asset or Liability of the Party to which it is allocated.

Misallocations. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie QHC Asset or Delayed AbbVie QHC Liability under Section 2.04 2.03 or a Delayed Abbott CHS Asset or Delayed Abbott CHS Liability under Section 2.052.04, 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 of its Subsidiaries shall receive or otherwise possess any Asset that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Asset to the Party so entitled thereto or such Party’s Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such Asset; provided that, the terms of this Section 2.13(c2.12(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Matters Agreement. Except to the extent otherwise contemplated in connection with a Deferred AbbVie Local Business under Section 2.03, a Delayed AbbVie QHC Asset or Delayed AbbVie QHC Liability under Section 2.04 2.03 or a Delayed Abbott CHS Asset or Delayed Abbott CHS Liability under Section 2.052.04, 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 of its Subsidiaries shall receive or otherwise assume any Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Ancillary Agreement, the first Party shall promptly transfer, or cause its Subsidiary to transfer, such Liability to the Party so entitled thereto or such Party’s Subsidiary or designee, and such Party or such Party’s Subsidiary or designee shall accept, assume and agree faithfully to perform such Liability; provided that, the terms of this Section 2.13(c2.12(c) are not intended to limit or otherwise modify in any way the Parties’ rights and obligations under this Agreement or the Tax Sharing Matters Agreement.