Common use of Misallocated Assets and Liabilities Clause in Contracts

Misallocated Assets and Liabilities. (a) Subject in all instances to Section 2.3 of this Agreement, if, following Closing (or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that the Company or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by Trimble or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held in trust by the Company or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) for Trimble, and the Company shall, and shall cause the Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to Trimble (or any of its controlled Affiliates as designated by Trimble), and Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities, without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date). (b) Subject, in all instances, to Section 2.3 of this Agreement, if, following Closing (or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that any Business Asset or Assumed Liability was not transferred to the Company (or one of its Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, in trust by Trimble or its controlled Affiliates for the Company and its Subsidiaries, Trimble shall, and shall cause the applicable Subsidiary if applicable, to use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Company or any of its Subsidiaries as directed by the Company without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date).

Misallocated Assets and Liabilities. (a) Subject Subject, in all instances instances, to Section 2.3 of this Agreement2.2, if, following Closing during a two (or solely as applicable to the Brazil Business, 2) year period following the Deferred Brazil Closing), any Party discovers that the Company Buyer or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) Buyer Designee owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by Trimble the Company or any of its Subsidiaries (including after other Seller to the Closing, the Transferred Subsidiaries) Buyer or any Buyer Designee were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held in trust by the Company Buyer or any of its Subsidiaries (including after the Closing, Buyer Designee following Closing for the Transferred Subsidiaries) for TrimbleCompany, and the Company Buyer shall, and shall cause the Company’s other Subsidiaries Buyer Designee to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to Trimble the Company (or any of its controlled Affiliates as designated by Trimble)the Company) without any consideration therefor but at the Company’s sole cost and expense, and Trimble or its designated controlled Affiliate shall accept and assume and, for the avoidance of doubt, such rights, property, assets or Liabilities, without any consideration therefor. The Parties intend and agree that any transferred item Liabilities shall be deemed considered to have been legally be Excluded Assets or Excluded Liabilities for all purposes under this Agreement and beneficially owned by its rightful owner as of the Closing Date (or, solely as any applicable to the Brazil Business, as of the Deferred Brazil Closing Date). (b) Transaction Agreement. Subject, in all instances, to Section 2.3 of this Agreement2.2, if, following Closing during a two (or solely as applicable to the Brazil Business, 2) year period following the Deferred Brazil Closing), any Party discovers that any Business Transferred Asset or Assumed Liability was not transferred to the Company Buyer (or one of its Subsidiariesa Buyer Designee) as part of the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, in trust by Trimble or its controlled Affiliates for the Company and its Subsidiaries, Trimble shall, and shall cause the applicable Subsidiary Seller, if applicable, to use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Business Transferred Asset or Assumed Liability, as applicable, to the Buyer or the Buyer Designee as directed by the Buyer without additional consideration therefor but at the Company’s sole cost and expense, and, for the avoidance of doubt, such Transferred Assets or Assumed Liabilities shall be considered to be Transferred Assets or Assumed Liabilities for all purposes under this Agreement and any applicable Transaction Agreement. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Buyer or any of its Affiliates and the Company or one of the Sellers, as applicable, shall retain all such rights, properties, assets and Liabilities. (b) The Company shall, or shall cause its applicable Affiliates to, promptly pay or deliver to the Buyer any monies or checks received by the Company or any of its Subsidiaries as directed by the Company without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of Affiliates following the Closing Date (or, solely as applicable to the Brazil Business, as of extent they are (or represent the Deferred Brazil Closing Date).proceeds of) a

Misallocated Assets and Liabilities. (a) Subject Subject, in all instances instances, to Section 2.3 of this Agreement2.02, if, following Closing (or solely the Local Transfer Date, as applicable to the Brazil Business, following the Deferred Brazil Closingapplicable), any Party discovers that of the Company Companies or any of its their Subsidiaries (including including, after the ClosingClosing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by Trimble Sellers or any Excluded Subsidiary to the Companies or any of its their Subsidiaries (including including, after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Company or any of its Companies and their Subsidiaries (including including, after the Closing, the Transferred Subsidiaries) following Closing for TrimbleSellers, and (ii) the Company Companies shall, and or shall cause the Company’s other Companies’ Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to Trimble Sellers (or any of its controlled their Affiliates as designated by Trimble), and Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities, Sellers) without any consideration therefor. The Parties intend , and agree that (iii) subject to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any transferred item shall be deemed to have been legally and beneficially owned by of its rightful owner Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of the Closing Date any such Excluded Assets or Excluded Liabilities (or, solely as applicable only to the Brazil Business, as of the Deferred Brazil Closing Dateextent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). (b) . Subject, in all instances, to Section 2.3 of this Agreement2.02, if, following Closing (or solely the Local Transfer Date, as applicable to the Brazil Business, following the Deferred Brazil Closingapplicable), any Party discovers that any Business Asset or Assumed Liability was not transferred to the Company Companies (or one of its their Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date then (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, in trust by Trimble or its controlled Affiliates for the Company and its Subsidiaries, Trimble i) Sellers shall, and shall cause the their applicable Subsidiary Subsidiaries if applicable, to use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Company Companies or any of its their Subsidiaries as directed by the Company Companies without any additional consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). The Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties intend understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Companies or any transferred item of their Affiliates (including, after the Closing, the Transferred Subsidiaries) and Sellers or an Excluded Subsidiary, as applicable, shall be deemed retain such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been legally and beneficially owned by its rightful owner as sent to either Seller or any of their Affiliates after the Closing Date (orby customers, solely as applicable suppliers or other contracting parties of the Business, the Companies or the Transferred Subsidiaries to the Brazil Businessextent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, as any of its Affiliates, the Deferred Brazil Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Closing Date)Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their Affiliates.

Misallocated Assets and Liabilities. (a) Subject Subject, in all instances instances, to Section 2.3 2.06 of this AgreementAgreement and the rights and obligations of the Parties therein, if, following Closing during the eighteen (or solely as applicable to the Brazil Business, 18) months following the Deferred Brazil Closing), any Party discovers that the Company or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by Trimble any Seller to the Buyer in connection with the Closing pursuant to this Agreement as a Purchased Asset or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) were Assumed Liability but was actually an Excluded Assets Asset or Excluded Liabilities Liability as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held in trust by Buyer following Closing for the Company or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) for Trimbleapplicable Seller, and the Company shall, and Buyer shall cause the Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to Trimble Parent (or any of its controlled Affiliates as designated by Trimble)Parent) without any consideration therefor, and Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities, without any consideration therefor. The Parties intend and agree that any transferred item Liabilities shall be deemed to have been legally be Excluded Assets or Excluded Liabilities for purposes of this Agreement and beneficially owned by its rightful owner as of the Closing Date (or, solely as any applicable to the Brazil Business, as of the Deferred Brazil Closing Date). (b) Transaction Document. Subject, in all instances, to Section 2.3 2.06 of this AgreementAgreement and the rights and the obligations of the Parties therein, if, following Closing during the eighteen (or solely as applicable to the Brazil Business, 18) months following the Deferred Brazil Closing), any Party discovers that any Business Purchased Asset or Assumed Liability was not transferred to the Company (or one of its Subsidiaries) Buyer as part of the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date)Contemplated Transactions, then any such right, property, asset Purchased Asset or Assumed Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, held in trust by Trimble or its controlled Affiliates the applicable Seller following Closing for the Company and its Subsidiaries, Trimble shallBuyer, and shall cause the applicable Subsidiary if applicable, to use reasonable best efforts to, as Seller shall promptly as practicable, transfer, assign and convey such Business Purchased Asset or Assumed Liability, as applicable, to the Company Buyer or any of its Subsidiaries Affiliates as directed by the Company Buyer without any additional consideration therefor, and such Purchased Assets or Assumed Liabilities shall continue to be deemed to be Purchased Assets or Assumed Liabilities for purposes of this Agreement and any applicable Transaction Document. The Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties intend understand and agree that any the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Closing Date (or, solely as applicable to the Brazil BusinessBuyer and that the Sellers, as of the Deferred Brazil Closing Date)applicable, shall retain all such rights, properties, assets and Liabilities.

Misallocated Assets and Liabilities. 106 (a) Subject in all instances to Section 2.3 of this Agreement, if, following Closing (or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that the Company or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by Trimble or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held in trust by the Company or any of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) for Trimble, and the Company shall, and shall cause the Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to Trimble (or any of its controlled Affiliates as designated by Trimble), and Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities, without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date). (b) Subject, in all instances, to Section 2.3 of this Agreement, if, following Closing (or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that any Business Asset or Assumed Liability was not transferred to the Company (or one of its Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, in trust by Trimble or its controlled Affiliates for the Company and its Subsidiaries, Trimble shall, and shall cause the applicable Subsidiary if applicable, to use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Company or any of its Subsidiaries as directed by the Company without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date).

Misallocated Assets and Liabilities. (a) Subject in all instances to Section 2.3 of this Agreement2.8, if, following at any time after the Closing (or solely as applicable to the Brazil Business, following the Deferred Brazil Closing)Date, any Party discovers that rights, benefits, assets or Liabilities held by the Company Transferee or any of its Subsidiaries Affiliates is ultimately determined to be an Excluded Asset or a Retained Liability, (including i) the Transferee shall promptly return or transfer and convey (without further consideration) to Transferor or the appropriate Affiliate of Transferor such Excluded Asset or Retained Liability, as applicable; (ii) Transferor and the Transferee shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Retained Liability, as applicable, back to Transferor or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date; and (iii) except as otherwise required by applicable Law, the Parties shall treat for all applicable Tax purposes such Excluded Asset or Retained Liability as not having been transferred to the Transferee at the Closing. (b) Subject to Section 2.8, if, at any time after the ClosingClosing Date, any rights, benefits, assets or Liabilities held by Transferor or its Affiliates is ultimately determined to be a Transferred Asset or an Assumed Liability (as applicable, the Transferred Subsidiaries) owns any right, property, asset “Misallocated Asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing DateLiability”), or that any right, property, asset or Liability that has been transferred by Trimble or any (i) the holder of its Subsidiaries (including after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset Misallocated Asset or Liability shall be deemed to have been held in trust by be a Transferring Entity and promptly execute the Company Assignment Agreement; (ii) Transferor shall promptly return or any transfer and convey (without further consideration) to the Transferee or the appropriate Affiliate of its Subsidiaries Transferee such Misallocated Asset or Liability; (including after the Closing, the Transferred Subsidiariesiii) for Trimble, Transferor and the Company Transferee shall, and shall cause the Company’s other Subsidiaries their appropriate Affiliates to, use reasonable best efforts to, execute such documents or instruments of conveyance or assumption and take such further acts as promptly as practicable, transfer, assign and convey are reasonably necessary or desirable to effect the transfer of such rights, property, assets Misallocated Asset or Liability to Trimble (the Transferee, in each case such that each Party is put into the same economic position as if such action had been taken on or any of its controlled Affiliates as designated by Trimble), and Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities, without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed prior to have been legally and beneficially owned by its rightful owner as of the Closing Date Date; and (oriv) except as otherwise required by applicable Law, solely as the Parties shall treat for all applicable to the Brazil Business, as of the Deferred Brazil Closing Date). (b) Subject, in all instances, to Section 2.3 of this Agreement, if, following Closing (or solely as applicable to the Brazil Business, following the Deferred Brazil Closing), any Party discovers that any Business Tax purposes such Misallocated Asset or Assumed Liability was not as having been transferred to the Company (or one of its Subsidiaries) as part of Transferee at the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then any such right, property, asset or Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, in trust by Trimble or its controlled Affiliates for the Company and its Subsidiaries, Trimble shall, and shall cause the applicable Subsidiary if applicable, to use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Company or any of its Subsidiaries as directed by the Company without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date).