Common use of Wrong Pocket Assets Clause in Contracts

Wrong Pocket Assets. (a) Subject to Section 2.5, if any Acquired Asset remains vested in any Seller or any of their respective Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset as soon as reasonably practicable to Buyer or its designee for no additional consideration (it being acknowledged and agreed that Buyer shall have already paid good consideration for all Acquired Assets by paying the Purchase Price). Seller Parent shall notify Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Assets in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset is vested in Buyer or any of its Affiliates following Closing, Buyer shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to Seller Parent or its designee for no consideration (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset). Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or control. (c) If during the period beginning on the date hereof and extending through the end of the Service Period (as defined in the Transition Services Agreement) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting the Business prior to Closing (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset in this Agreement, then Buyer may request Seller Parent in writing to transfer such Additional Asset, as applicable under this Section 9.6(c), to Buyer (and/or one or more of its designated Subsidiaries) in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration (other than in the case of Inventory, for which Buyer shall pay to Seller Parent an amount equal to the original cost to Sellers thereof). As soon as reasonably practicable after receipt by Seller Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred as described in this Section 9.6(c). If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer and, at Buyer’s written request, Seller Parent shall be deemed to have transferred such Additional Asset to Buyer in accordance with the terms of this Section 9.6(c).

Wrong Pocket Assets. (a) Subject to Section 2.5This Clause 8.2 (Wrong Pocket Assets) shall apply for any Undertaking Assets which are held by the Transferor (a “Retained Asset”), if and any Acquired Excluded Asset remains vested held by the Buyer, in any Seller or any of their respective Affiliates following Closingeach case, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset as soon as reasonably practicable to Buyer or its designee for no additional consideration (it being acknowledged and agreed that Buyer shall have already paid good consideration for all Acquired Assets by paying after the Purchase Price). Seller Parent shall notify Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Assets in its possession or control or that of any Affiliate of any SellerClosing Date. (b) If Within a period of 18 (Eighteen) months from the Closing Date, any Excluded Retained Asset is vested in Buyer or any of its Affiliates following Closingheld by the Transferor, Buyer then: (i) the Transferor shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable thereafter and without fail within 18 (Eighteen) months of the Closing Date, transfer right, title or interest in the Retained Asset to Seller Parent or its designee the Buyer for no consideration additional consideration; (it being acknowledged ii) the Transferor shall do all such further acts and agreed that things and shall execute such documents as may be necessary to effect validly the Parties have not agreed transfer and vest the Retained Asset in the Buyer; (iii) permit and assist the Buyer in performing (as the sub-contractor or agent of the Buyer) any of the obligations of the Transferor in relation to sell such Excluded Retained Asset). ; (iv) shall account to the Buyer shall notify Seller Parent (as soon as reasonably practicable upon becoming aware that that there are after receipt) for any Excluded sums, goods or other benefits received by the Transferor in relation to the Retained Assets; and (v) the Transferor shall hold the Retained Asset in trust for the Buyer until such time as the transfer is validly effected to vest the Retained Asset in the Buyer. However, any costs associated with the Retained Assets in its possession or controlshall be to the account of the Buyer. (c) If during Within a period of 18 (Eighteen) months from the period beginning on Closing Date, if any Excluded Asset is held by the date hereof and extending through Buyer, then the end provisions of Clause 8.2(b) shall apply mutatis mutandis in relation to the transfer of the Service Period (as defined in the Transition Services Agreement) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting the Business prior to Closing (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset in by the Buyer to the Transferor. (d) All costs, including stamp duty, registration tax and other similar taxes incurred as a result of implementing the provisions of this Agreement, then Buyer may request Seller Parent in writing to transfer such Additional Asset, as applicable under this Section 9.6(c), to Buyer Clause 8.2 (and/or one or more of its designated SubsidiariesWrong Pocket Assets) shall be borne in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration Clause 15.3 (other than in the case of Inventory, for which Buyer shall pay to Seller Parent an amount equal to the original cost to Sellers thereof). As soon as reasonably practicable after receipt by Seller Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred as described in this Section 9.6(c). If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer and, at Buyer’s written request, Seller Parent shall be deemed to have transferred such Additional Asset to Buyer in accordance with the terms of this Section 9.6(cExpenses).

Wrong Pocket Assets. (a) Subject to Section 2.5, if any Acquired Transferred Asset remains vested in any Seller or any of their respective Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset Transferred Asset, at Seller Parent’s sole expense, as soon as reasonably practicable to Buyer or its designee for no additional consideration with any necessary prior third party consent or approval (it being acknowledged and agreed that Buyer shall have already paid good consideration for all Acquired Transferred Assets by paying the Purchase Price), and such Seller and Buyer shall (or shall cause the applicable Affiliate or designee to) as soon as reasonably practicable execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such asset to Buyer. Seller Parent shall notify Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Transferred Assets in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset is vested in Buyer or any of its Controlled Affiliates following Closing, Buyer shall (or shall cause its applicable Controlled Affiliate to) transfer such Excluded Asset Asset, at Seller Parent’s sole expense, as soon as reasonably practicable to Seller Parent or its designee for no consideration with any necessary prior third party consent or approval (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset), and Buyer and Seller Parent shall (or shall cause the applicable Affiliate or designee to) as soon as reasonably practicable execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such asset back to Seller Parent. Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or control. (c) If during the period beginning on the date hereof and extending through the end of the Service Period (as defined in the Transition Services Agreement) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting the Business prior to Closing (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset in this Agreement, then Buyer may request Seller Parent in writing to transfer such Additional Asset, as applicable under this Section 9.6(c), to Buyer (and/or one or more of its designated Subsidiaries) in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration (other than in the case of Inventory, for which Buyer shall pay to Seller Parent an amount equal to the original cost to Sellers thereof). As soon as reasonably practicable after receipt by Seller Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred as described in this Section 9.6(c). If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer and, at Buyer’s written request, Seller Parent shall be deemed to have transferred such Additional Asset to Buyer in accordance with the terms of this Section 9.6(c).

Wrong Pocket Assets. 13.1 In the event that the Seller or the Purchaser discovers after Completion that: (aA) Subject any assets, property or rights of the Group (other than contracts or Intellectual Property and excluding the Shares) had prior to Section 2.5Completion been used by or are required in the course of the business of the Retained Group as at Completion; or (B) any assets, if property or rights of the Retained Group (other than contracts or Intellectual Property) had prior to Completion been used by or are required in the course of the business of the Group as at Completion, then, subject to clauses 13.2 and 13.3, the Seller and the Purchaser will use their reasonable endeavours to agree a means and reasonable commercial terms by which such use or benefit by the Group or the Retained Group, as the case may be, may continue with respect to the relevant assets, property or rights as long as reasonably necessary and practicable or by which such assets, property or rights may be transferred to or by the Retained Group by or to the Group (as appropriate). 13.2 If any Acquired Asset remains vested Group Member owns any assets or rights (other than contracts or assets or rights which are Intellectual Property) which immediately prior to Completion had been exclusively or predominantly used by or were required exclusively or predominantly in the course of the business of the Retained Group the Purchaser shall procure that such Group Member immediately informs the Seller. Thereafter, at the request of the Seller and subject (save where otherwise expressly provided in any Seller or any of their respective Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset as soon as reasonably practicable to Buyer or its designee for no additional consideration (it being acknowledged and agreed that Buyer shall have already paid good consideration for all Acquired Assets by paying the Purchase Price). Seller Parent shall notify Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Assets in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset is vested in Buyer or any of its Affiliates following Closing, Buyer shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to Seller Parent or its designee for no consideration (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset). Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or control. (c) If during the period beginning on the date hereof and extending through the end of the Service Period (as defined other Transaction Documents) to the Seller indemnifying the Purchaser on an after-Tax basis against all losses, liabilities, damages, costs, claims and expenses incurred thereby or otherwise in the Transition Services Agreement) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other relation to such asset or right owned right, the Purchaser undertakes to execute or held by any Seller and used primarily in conducting procure the Business prior execution of such documents as may be reasonably necessary to Closing (including procure the transfer of any such assets or rights acquired between to a Retained Group Member nominated by the Seller and thereafter, if applicable, the provisions of clause 13.1(B) shall apply. Where the book value of such asset, property or right exceeds £50,000, the Seller shall pay the relevant book value to the transferring Group Member within 10 Business Days of the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets of transfer. 13.3 If any Retained Group Member owns any assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset in this Agreement, then Buyer may request Seller Parent in writing to transfer such Additional Asset, as applicable under this Section 9.6(c), to Buyer (and/or one or more of its designated Subsidiaries) in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration rights (other than contracts or assets or rights which are Intellectual Property) which immediately prior to Completion had been exclusively or predominantly used by or were required exclusively or predominantly in the case course of Inventorythe business of the Group the Seller shall procure that such Retained Group Member immediately informs the Purchaser. Thereafter, for which Buyer at the request of the Purchaser and subject (save where otherwise expressly provided in any of the other Transaction Documents) to the Purchaser indemnifying the Seller on an after-Tax basis against all losses, liabilities, damages, costs, claims and expenses incurred thereby or otherwise in relation to such asset or right, the Seller undertakes to execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets or rights to a Group Member nominated by the Purchaser and thereafter, if applicable, the provisions of clause 13.1(A) shall apply. Where the book value of such asset, property or right exceeds £50,000, the Purchaser shall pay to Seller Parent an amount equal the relevant book value to the original cost Seller within 10 Business Days of the date of transfer. 13.4 The provisions of this clause 13 shall not apply to Sellers thereof). As soon as reasonably practicable after receipt those assets, property and rights the use or benefit of which is provided by the Seller Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred as described in this Section 9.6(c). If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer and, at Buyer’s written request, Seller Parent shall be deemed the Purchaser pursuant to have transferred such Additional Asset to Buyer in accordance with the terms of this Section 9.6(c)the Transitional Services Agreement.

Wrong Pocket Assets. (a) Subject to Section 2.5, if If any Acquired Asset remains vested in any Seller or any of their respective Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset as soon as reasonably practicable to Buyer or its designee for no additional consideration (it being acknowledged and agreed that Buyer shall have already paid good consideration for all Acquired Assets by paying the Purchase Price). Seller Parent shall notify Buyer as soon as reasonably practicable upon becoming Party becomes aware that that there are any Acquired Assets in its possession or control or that Wrong Pocket Asset, such Party shall notify the other Parties of the alleged Wrong Pocket Asset (the “Alleged Wrong Pocket Asset”) with a reasonable level of detail (the “Wrong Pocket Asset Notification”). To be valid, the Wrong Pocket Asset Notification shall be sent by any Affiliate of Party to the other before the expiry of: (i) a twelve (12)-month period following Closing for any SellerUnidentified Asset which does not correspond to an Unidentified Tax Liability, and (ii) a thirty-six (36)-month period for any Unidentified Tax Liability. (b) If any Excluded Upon receipt of a Wrong Pocket Asset is vested Notification, the Owners shall enter into good faith discussions in Buyer or any order to determine, within ten (10) Business Days of its Affiliates following Closingreceipt of the Wrong Pocket Asset Notification, Buyer shall (or shall cause its applicable Affiliate to) transfer such Excluded whether the Alleged Wrong Pocket Asset constitutes a Wrong Pocket Asset, and if so agree in good faith on the way the Wrong Pocket Asset should have been allocated and, as soon as reasonably practicable to Seller Parent or its designee for no consideration (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset). Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or controlcase may be, transferred. (c) If during the period beginning on Owners conclude that a Wrong Pocket Asset which has: (i) been transferred to VNE or alongside Zenuity DE or Zenuity US should have been transferred to Z2Co or alongside Zenuity CN; or (ii) been transferred to Z2Co or alongside Zenuity CN should have been transferred to VNE or alongside Zenuity DE or Zenuity US; (iii) remained with Zenuity should have been transferred to either Z2Co, VNE or alongside a Subsidiary the date hereof and extending through said Wrong Pocket Asset shall be transferred by the end of party having received the Service Period Wrong Pocket Asset or Zenuity, in case the Wrong Pocket Asset has remained with Zenuity (as defined in the Transition Services Agreement“Incorrect Wrong Pocket Asset Owner”) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting to the Business prior to Closing party which should have received it (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional AssetCorrect Wrong Pocket Asset Owner”), which and the relevant parties shall: (A) execute all such deeds and documents as may be reasonably necessary for the purpose of transferring the Wrong Pocket Asset free of any third-party rights to the Correct Wrong Pocket Asset Owner; and (B) do all such further acts and things and execute all such other documents as may be necessary to validly effect the transfer of the Wrong Pocket Asset to the Correct Wrong Pocket Asset Owner, in each case, provided that, if any third-party consent, approval, authorization or waiver is not included required for the transfer, the process relating to non-transferable assets, non-assignable contracts and non-assumable liabilities as set out in Sections 3.2-3.3 of the Acquired Assets or the Transferred Intellectual Property Asset Transfer Agreements shall apply. (d) All costs and was not specifically identified expenses arising out of compliance with a transfer of any Wrong Pocket Asset as an Excluded Asset set out in this Agreement, then Buyer may request Seller Parent in writing section 3.5 shall be allocated to transfer the parties as though such Additional Asset, as applicable under this Section 9.6(c), to Buyer (and/or one or more of its designated Subsidiaries) Wrong Pocket Asset had been transferred at Closing in accordance with the provisions hereunder, as if such item had been identified as an Acquired terms of the relevant Asset Transfer Agreement or Transferred Intellectual Property under Share Purchase Agreement. (e) Any transfer of Wrong Pocket Assets in accordance with this Agreement, for no additional consideration (other than in the case of Inventory, for which Buyer shall pay to Seller Parent an amount equal to the original cost to Sellers thereof). As soon as reasonably practicable after receipt by Seller Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes that such Additional Asset should not be so treated) and, such item Section 3.5 shall be deemed a part of the relevant Asset Transfer or Share Transfer for all purposes and shall not give rise to have been transferred as described in this Section 9.6(c). If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer and, at Buyer’s written request, Seller Parent shall be deemed to have transferred such Additional price adjustment. (f) In case a Wrong Pocket Asset to Buyer is recognized in accordance with the terms of this Section 9.6(c3.5, the relevant parties shall be put in the position in which they should have been should the relevant Wrong Pocket Asset have been correctly transferred to, or remained with, the Correct Wrong Pocket Asset Owner since Closing. As a result: (i) the Correct Wrong Pocket Asset Owner shall indemnify the Incorrect Wrong Pocket Owner of any losses suffered or incurred by such Incorrect Wrong Pocket Asset Owner as a result of the Wrong Pocket Asset having been transferred to, or remained with, it (as the case may be); and (ii) the Incorrect Wrong Pocket Owner shall repay to the Correct Wrong Pocket Owner the amount corresponding to any revenue generated by the Wrong Pocket Asset and received by Incorrect Wrong Pocket Owner since Closing (as the case may be), in each case, subject for the said losses or revenue to correspond to an amount in excess of the De Minimis.

Wrong Pocket Assets. (a) Subject to Section 2.5, if any Acquired Asset remains vested in any Seller or any of their respective Affiliates following After the Closing, such Purchaser shall use commercially reasonable efforts to hold in trust for the benefit of Seller any assets of the Acquired Companies which prior to Closing related exclusively to the business of Seller and its Subsidiaries (other than the business of the Acquired Companies) and shall (or shall cause its applicable Affiliate to) use commercially reasonable efforts to transfer such Acquired Asset assets as soon as reasonably practicable (upon Purchaser becoming aware of its or the Acquired Companies’ possession of such assets) to Buyer Seller without consideration, all of which transfers shall be deemed to be effective as of the Closing. All costs and expenses of such transfer (if incurred by Seller) shall be borne by Seller, and the reasonable out-of-pocket costs and expenses of such transfer (if incurred by an Acquired Company) shall be borne by Seller. If any such assets were from time to time used in connection with the business of the Acquired Companies, at the request of Purchaser, Seller shall, or cause its designee Subsidiaries to, make commercially reasonable arrangements to permit the Acquired Companies to use such assets at no cost to the Acquired Companies. (b) Seller shall use commercially reasonable efforts to hold in trust for no additional consideration the benefit of the Acquired Companies any assets of Seller and its Subsidiaries (it being acknowledged other than the Acquired Companies) which prior to Closing related exclusively to the business of the Acquired Companies, and agreed that Buyer shall have already paid good consideration for all Acquired Assets by paying the Purchase Price). Seller Parent shall notify Buyer use commercially reasonable efforts to transfer such assets as soon as reasonably practicable (upon Seller becoming aware that that there are any Acquired Assets in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset is vested in Buyer or any of its Affiliates following Closing, Buyer shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to Seller Parent or its designee for no consideration (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset). Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its subsidiaries’ possession or control. (c) If during the period beginning on the date hereof and extending through the end of the Service Period (as defined in the Transition Services Agreement) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting the Business prior to Closing (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset in this Agreement, then Buyer may request Seller Parent in writing to transfer such Additional Asset, as applicable under this Section 9.6(c), to Buyer (and/or one or more of its designated Subsidiaries) in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration (other than in the case of Inventory, for which Buyer shall pay to Seller Parent an amount equal to the original cost to Sellers thereof). As soon as reasonably practicable after receipt by Seller Parent from Buyer of such requestassets) to Purchaser without consideration, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes that such Additional Asset should not be so treated) and, such item all of which transfers shall be deemed to have been transferred be effective as described in this Section 9.6(c)of the Closing. All costs and expenses of such transfer (if incurred by Seller) shall be borne by Seller, and the reasonable out-of-pocket costs and expenses of such transfer (if incurred by an Acquired Company) shall be borne by Seller. If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer andassets were from time to time used in connection with the business of Seller and its Subsidiaries (other than the Acquired Companies), at Buyer’s written requestthe request of Seller, Purchaser shall, or cause its Subsidiaries to, make commercially reasonable arrangements to permit Seller Parent shall be deemed and its Subsidiaries to have transferred use such Additional Asset assets at no cost to Buyer in accordance with the terms of this Section 9.6(c)Seller and its Subsidiaries.

Wrong Pocket Assets. (a) Subject to Section 2.5, if any Acquired Transferred Asset remains vested in any Seller or any of their respective Affiliates following Closing, such Seller shall (or shall cause its applicable Affiliate to) transfer such Acquired Asset Transferred Asset, at Seller Parent’s sole expense, as soon as reasonably practicable to Buyer or its designee for no additional consideration with any necessary prior third party consent or approval (it being acknowledged and agreed that Buyer shall have already paid good consideration for all Acquired Transferred Assets by paying the Purchase Price), and such Seller and Buyer shall (or shall cause the applicable Affiliate or designee to) as soon as reasonably practicable execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such asset to Buyer. Seller Parent shall notify Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Transferred Assets in its possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset is vested in Buyer or any of its Controlled Affiliates following Closing, Buyer shall (or shall cause its applicable Controlled Affiliate to) transfer such Excluded Asset Asset, at Seller Parent’s sole expense, as soon as reasonably practicable to Seller Parent -91- or its designee for no consideration with any necessary prior third party consent or approval (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset), and Buyer and Seller Parent shall (or shall cause the applicable Affiliate or designee to) as soon as reasonably practicable execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such asset back to Seller Parent. Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or control. (c) If during the period beginning on the date hereof and extending through the end of the Service Period (as defined in the Transition Services Agreement) Buyer discovers any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting the Business prior to Closing (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset in this Agreement, then Buyer may request Seller Parent in writing to transfer such Additional Asset, as applicable under this Section 9.6(c), to Buyer (and/or one or more of its designated Subsidiaries) in accordance with the provisions hereunder, as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration (other than in the case of Inventory, for which Buyer shall pay to Seller Parent an amount equal to the original cost to Sellers thereof). As soon as reasonably practicable after receipt by Seller Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred as described in this Section 9.6(c). If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer and, at Buyer’s written request, Seller Parent shall be deemed to have transferred such Additional Asset to Buyer in accordance with the terms of this Section 9.6(c).

Wrong Pocket Assets. (a) Subject to Section 2.5, if If any Acquired Asset legal or beneficial interest in any Contributed Assets remains vested in any Seller Teck US and/or Teck Parent or any of their respective Affiliates following Closing, such Seller Teck Parent and/or Teck US shall (or shall cause its applicable Affiliate to) transfer or assign such Acquired Asset Contributed Asset, at Teck US and/or Teck Parent's sole expense, as soon promptly as reasonably practicable to Buyer or its designee JVCo for no additional consideration (it being acknowledged and agreed that Buyer JVCo shall have already paid good consideration hereunder for all Acquired legal and beneficial interest in any Contributed Asset), and Teck US and/or Teck Parent shall (or shall cause such applicable Affiliate to) as promptly as reasonably practicable execute, acknowledge and deliver such assignments, transfers, consents, assumptions, conveyances and other documents and instruments and take such further acts which are necessary or desirable as reasonably requested by JVCo to effect the transfer of such Contributed Assets by paying to JVCo free and clear of Encumbrances other than Contributed Assets Permitted Encumbrances. For the Purchase Price). Seller avoidance of doubt, if it is not possible for Teck US and/or Teck Parent to promptly transfer or assign any beneficial interest in such Contributed Asset to JVCo, Teck US shall (or shall cause any applicable transferee of its Ownership Interest to) transfer a corresponding beneficial interest from the Ownership Interest to PolyMet US. (b) Teck US and/or Teck Parent shall notify Buyer JVCo as soon promptly as reasonably practicable upon becoming aware that that there are any Acquired Assets legal or beneficial interest in its any Contributed Asset remains (or could reasonably be considered to remain) in the possession or control or that of any Affiliate of any Seller. (b) If any Excluded Asset is vested in Buyer Teck US and/or Teck Parent or any of its their respective Affiliates following Closing, Buyer (the "Wrong Pocket Asset"). Teck US and/or Teck Parent shall (or and shall cause its any applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to Seller promptly provide JVCo with all information that JVCo may request with Teck US and/or Teck Parent or its designee for no consideration shall (it being acknowledged and agreed that the Parties have not agreed to sell such Excluded Asset). Buyer shall notify Seller Parent as soon as reasonably practicable upon becoming aware that that there are cause any Excluded Assets applicable Affiliate to) cooperate with JVCo in its possession or controlconnection with any transfers contemplated by this Section 11.1. (c) If during Teck US and/or Teck Parent shall (and shall cause any applicable Affiliate to) hold the right, title and interest in and to any Wrong Pocket Asset in trust for JVCo until such time as the transfer contemplated by this Section 11.1 is completed. (d) Teck US and Teck Parent shall be jointly and severally liable for all costs and expenses arising out of the transfers contemplated by this Section 11.1. Teck US and Teck Parent shall jointly and severally indemnify, defend and hold harmless JVCo, its Affiliates and their respective directors, officers, employees and agents against all claims, demands, actions, causes of action, damages, losses, costs, liabilities or expenses which any such Person may suffer or incur as a result of JVCo not holding any Wrong Pocket Asset for the period beginning on from Closing until the date hereof on which it is transferred to JVCo. Notwithstanding any other provision of this Agreement, the indemnity provided by Teck US and extending through the end of the Service Period (as defined in the Transition Services Agreement) Buyer discovers Teck Parent pursuant to this Section 11.1 shall survive indefinitely and shall not be subject to any Contract, Patent, Xxxx or other item of Intellectual Property or other asset or right owned or held by any Seller and used primarily in conducting the Business prior to Closing (including any such assets or rights acquired between the date hereof and the Closing) (each, an “Additional Asset”), which is not included in the Acquired Assets or the Transferred Intellectual Property and was not specifically identified as an Excluded Asset limitation contemplated in this Agreement, then Buyer may request Seller . (e) Nothing in this Section 11.1 limits any other rights or remedies of JVCo and/or PolyMet Parent in writing to transfer such Additional Asset, as applicable under this Agreement. Each of Teck US and Teck Parent specifically acknowledges that its obligations under this Section 9.6(c)11.1 are an integral part of the transactions contemplated by this Agreement. Each of Teck US and Teck Parent, to Buyer (and/or one or more therefore, specifically acknowledges and agrees that the breach of its designated Subsidiaries) in accordance with any of the provisions hereunder, of this Section 11.1 by it would cause JVCo and/or PolyMet Parent (as if such item had been identified as an Acquired Asset or Transferred Intellectual Property under this Agreement, for no additional consideration (other than applicable) irreparable harm which may not be compensable in the case damages. Each of Inventory, for which Buyer shall pay to Seller Teck US and Teck Parent an amount equal further acknowledges and agrees that it is essential to the original cost effective enforcement of this Agreement that each of JVCo and PolyMet Parent be entitled to Sellers thereof)equitable remedies including, but not limited to, specific performance without being required to show irreparable harm. As soon as reasonably practicable after receipt by Seller Each of Teck US and Teck Parent from Buyer of such request, Seller Parent shall provide written confirmation (unless Seller Parent in good faith believes acknowledges and agrees that such Additional Asset should not be so treated) and, such item shall be deemed to have been transferred as described in this Section 9.6(c). If Seller Parent so acquires or discovers any such Additional Asset, it shall notify Buyer and, at Buyer’s written request, Seller Parent shall be deemed to have transferred such Additional Asset to Buyer in accordance with the terms of this Section 9.6(c)Agreement are just and reasonable having regard to all the circumstances.