Wrong Pockets Sample Clauses
The "Wrong Pockets" clause addresses situations where payments or benefits are mistakenly made to the wrong party under a contract. In practice, this clause requires that if funds, assets, or rights are received by a party who is not entitled to them, that party must promptly transfer or return them to the correct recipient. This ensures that contractual benefits and obligations are allocated as intended, preventing unjust enrichment and resolving errors in the distribution of payments or assets.
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Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account.
(b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account.
(c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.
Wrong Pockets. (a) Subject to Section 5.03, (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is held by any member of the SpecCo Group, the MatCo Group or any of their respective then-Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture Asset to AgCo or an Affiliate of AgCo designated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.
(b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if any Party or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more proper...
Wrong Pockets. (a) A Party (a “Notifying Party”) shall have the right to provide prompt written notice (a “Wrong Pockets Notice”) to the other Party (a “Receiving Party”), including in response to an inquiry from the Receiving Party, if, following the Effective Date:
(i) a Notifying Party identifies a Patent Controlled by the other Party as of the Effective Date that is not included in the Licensed Patents licensed to such Notifying Party, and such Notifying Party reasonably believes that such Patent was Used in the Agriculture Business or the Specialty Products Business, as applicable, as of the Effective Date; or
(ii) a Notifying Party identifies a Use by such Notifying Party of a Licensed Patent (including, for clarity, any Wrong Pockets Patent) that is not within such Notifying Party’s licensed field of use hereunder for such Licensed Patent, and such Notifying Party reasonably believes that the Use of such Licensed Patent as of the Effective Date was within the Agriculture Business (if AgCo is the Notifying Party) or the Specialty Products Business (if SpecCo is the Notifying Party).
(b) Each Wrong Pockets Notice shall both identify the applicable Patent and describe the Use thereof in the Agriculture Business (if the Notifying Party is AgCo), or the Specialty Products Business (if the Notifying Party is SpecCo), as of the Effective Date.
(c) Unless otherwise agreed in writing by the Parties, if a Notifying Party provides a Wrong Pockets Notice in accordance with Section 2.5(a), the Notifying Party shall, within sixty (60) days of providing the Wrong Pockets Notice, demonstrate to the Receiving Party by clear and convincing evidence (the “Evidentiary Requirement”) that the identified Patent was Used in the manner identified in the Wrong Pockets Notice within the Agriculture Business (if the Notifying Party is AgCo) or the Specialty Products Business (if the Notifying Party is SpecCo) as of the Effective Date (such evidence, the “Demonstration of Use”). The Receiving Party shall notify the Notifying Party in writing within thirty (30) days of receipt of the Demonstration of Use whether it reasonably believes in good faith that the Demonstration of Use satisfies the Evidentiary Requirement. Solely to the extent (with respect to the Patent and Use identified in the applicable Wrong Pockets Notice) that the Demonstration of Use satisfies the Evidentiary Requirements (whether determined by the Receiving Party in accordance with the foregoing, or in accordance with Sectio...
Wrong Pockets. To the extent that following the Closing, Seller or Purchaser discover that any Asset:
(a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to, at Seller’s cost (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; and
(b) intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not transferred at, prior to or after the Closing (each such Asset, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to, at Seller’s cost, (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Purchaser or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Purchaser or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Purchaser. For the avoidance of doubt, the provisions of this Section 6.10 shall not limit or otherwise prejudice any other rights or remedies of Purchaser under this Agreement. In no event shall Purchaser or any of its Affiliates be responsible for any fees or costs associated with transferring or assigning any right, title or interest in such Held Asset or Omitted Asset. In the event that Seller consolidates or merges with or into any Person, then and in each such case, Seller shall ensure that the successors and assigns of the applicable Person(s), as applicable, assume the obligations set forth in this Section 6.10. Notwithstanding anything to the contrary herein, in no event, shall Seller or its respective Subsidiaries sell any Omitted Assets by way of an asset transfer or similar transaction.
Wrong Pockets. (a) If, following the Closing, Buyer or a Transferred Subsidiary (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the applicable Transferred Subsidiary to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer shall undertake (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the applicable Transferred Subsidiary to reimburse Seller or the relevant Affiliate of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the applicable Transferred Subsidiary to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller designated by Seller.
(b) If, following the Closing, Seller or any Affiliate of Seller (excluding the Transferred Subsidiaries) (i) receives a payment with respect to a Transferred Asset or the Business or (ii) becomes aware that it owns or has retained any Transferred Asset, Seller shall, or shall cause such Affiliate of Seller to, promptly inform Buyer of that fact in writing. Thereafter, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate to reimburse Buyer the amount referred to in clause (i) above and to provide to Buyer reasonably available payment details and remittance information or (B) at the request of Buyer, to execute and/or cause the relevant Affiliate of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to Buyer or its designee.
Wrong Pockets. (a) To the extent that, from time to time after the Closing Date, Acquiror, the Shareholder or any of their Affiliates identify any assets or liabilities related to the Business that are in the possession of the Shareholder or its Affiliates, the Shareholder shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other items generated to be for the account of Acquiror.
(b) To the extent that, from time to time after the Closing Date, Acquiror, the Shareholder or any of their Affiliates identify any assets or liabilities not related to the Business or that otherwise is used or held for use in the business of the Shareholder (provided that it is not the Restricted Business) that are in the possession of Acquiror or any Affiliate of Acquiror, Acquiror shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(ties).
(c) If any transfer is made pursuant to this Section 5.16, no consideration shall be provided to any Person in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the parties.
Wrong Pockets. (a) If, following the Closing, (i) any right, property or asset exclusive to or primarily belonging to the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to the Business is found to have been transferred to Buyer or any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the Business.
(b) Each of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position...
Wrong Pockets. If, after Closing, (i) any asset related to the Core MTS Business or the Echo Business, as the case may be, as of the Closing, has not been contributed or otherwise transferred to the Company as required pursuant to Section 3.02, Echo, the Echo Shareholders or MCK, as the case may be, shall cause such asset (and any related liability) to be transferred to the Company as soon as practicable or (ii) any liability related to the Core MTS Business or the Echo Business, as the case may be, as of the Closing, has not been transferred to and/or assumed by the Company as required pursuant to Section 3.02 or Section 3.03, Echo, the Echo Shareholders or MCK, as the case may be, shall cause such liability (and any related property, right or asset) to be transferred to and assumed by the Company as soon as practicable in each case for no additional consideration; provided that until such time (if any) of the completion of any such transfer or assumption, as the case may be, the Parties shall cooperate to structure alternative arrangements reasonably acceptable to the Parties under which the Company would obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit or liability in accordance with this Agreement as if the relevant transfer or assumption had taken place, including by sub-contract, sub-license or sub-lease to the Company, or under which MCK, its Affiliates, Echo or the Echo Shareholders, as the case may be, would, with respect to an agreement, enforce for the benefit and at the cost of the Company, with the Company assuming such Person’s obligations, and any and all rights of such Person against any third party thereunder. The Parties shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 3.05. This Section 3.05 shall terminate on the fifth (5th) anniversary of the date of this Agreement.
Wrong Pockets. 16.1 If the legal title to or any beneficial interest in any Target Group Wrong Pocketed Assets is vested in any member of the Continuing Seller Group after the Relevant Completion or any member of the Continuing Seller Group has any interest in such Target Group Wrong Pocketed Assets, the Seller if required by the Buyer shall procure that the relevant member of the Continuing Seller Group shall:
16.1.1 execute or procure the execution of all deeds or documents as may be necessary for the purposes of transferring the Target Group Wrong Pocketed Assets or the relevant interests in them to the Buyer or at the Buyer’s direction a member of the Target Group;
16.1.2 do or procure to be done all further acts or things and procure the execution of all other documents as the Buyer may reasonably direct in order to vest the assets or relevant interests in them in the Buyer or the relevant member of the Target Group; and
16.1.3 procure that the asset, or relevant interest in the Target Group Wrong Pocketed Assets, shall be held on trust for the Buyer (to the extent permitted by any relevant law) until the transfer is validly effected to vest the asset or relevant interest in the asset in the Buyer or the relevant member of the Target Group.
16.2 If the legal title to or any beneficial interest in any Retained Group Wrong Pocketed Assets is vested in any member of the Target Group after the Relevant Completion or any member of the Target Group has any interest in such Retained Group Wrong Pocketed Assets, the Buyer if required by the Seller shall procure that the relevant Buyer or member of the Target Group (as applicable) shall:
16.2.1 execute or procure the execution of all deeds or documents as may be necessary for the purposes of transferring the Retained Group Wrong Pocketed Assets or the relevant interests in them to the Seller or at the Seller’s direction to another member of the Retained Group;
16.2.2 do or procure to be done all further acts or things and procure the execution of all other documents as the Seller may reasonably direct in order to vest the assets or relevant interests in them in the relevant member of the Retained Group; and
16.2.3 procure that the asset, or relevant interest in the Wrong Pocketed Assets, shall be held on trust for the Seller (to the extent permitted by any relevant law) until the transfer is validly effected to vest the asset or relevant interest in the asset in the relevant member of the Retained Group.
Wrong Pockets. (a) During the 12-month period following the Closing Date, if Buyer, Parent or Seller discover that any:
(i) Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset and (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller;
(ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (B), an “Omitted Asset”), Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer.
(b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliate...