Modul 3 - JUC

WRONG POCKET BESTEMMELSE
FORMÅL:
Regulerer situationen, hvis det efterfølgende viser sig, at bestemte aktiver ligger
i forkerte selskaber. Skal sikre at ”virksomheden” overdrages – ikke mere og ikke
mindre.
BESTEMMELSEN:
If any asset, contract, security right, right under any license agreement, right or interest in
freehold or leasehold property or intellectual property right relating exclusively or
predominantly to, or being exclusively or predominantly a right in favour of, the Business has
not: (i) been transferred, as envisaged by the Parties pursuant to this Agreement, to the
Buyer; or (ii) vested in any of the Business Companies acquired pursuant to this Agreement;
in each case provided that such Non-Transferred Asset is, as of the point in time when notice
is given to S, owned by or otherwise vested in the S Group, then Buyer may give written
notice of such fact to S at any time during the 2 years following Closing. If such notice is given
S shall (and shall procure that any relevant S Group Company shall), as soon as practicable,
transfer or vest such Non-Transferred Asset to or in the Buyer on terms that no consideration
be payable by the Buyer to S.