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 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, 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) 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 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 other Party shall promptly assume, or cause to be assumed, such Liability and agree to faithfully perform such Liability in accordance with this Agreement. In furtherance of the foregoing, in the event that (i) the SpinCo Group holds cash and cash equivalents in an amount in excess of the SpinCo Cash Amount immediately following the Effective Time, SpinCo shall promptly pay to Parent such excess by wire transfer of immediately available funds and (ii) the SpinCo Group holds cash and cash equivalents in an amount less than the SpinCo Cash Amount immediately following the Effective Time, Parent shall promptly pay to SpinCo such deficit by wire transfer of immediately available funds, in either case in accordance with Section 2.13.

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 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, 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) 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 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 other Party shall promptly assume, or cause to be assumed, such Liability and agree to faithfully perform such Liability in accordance with this Agreement. In furtherance of the foregoing, in the event that (i) the SpinCo Group holds cash and cash equivalents in an amount in excess of the SpinCo Cash Amount immediately following the Effective Time, SpinCo shall promptly pay to Parent such excess by wire transfer of immediately available funds and (ii) the SpinCo Group holds cash and cash equivalents in an amount less than the SpinCo Cash Amount immediately following the Effective Time, Parent shall promptly pay to SpinCo such deficit by wire transfer of immediately available funds, in either case in accordance with Section 2.13.