Common use of Wrong Pocket Clause in Contracts

Wrong Pocket. (a) Without prejudice to any other rights or remedies of the Purchaser or Vendor (as applicable), if or to the extent that the Vendor, Local Vendor, Purchaser or Local Purchaser becomes aware, within two (2) years following the Closing Date, that: (i) any asset which (i) would constitute an Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would constitute an Excluded Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was transferred to the Purchaser Group on the applicable closing (a “Wrong Pocket Asset”); or (ii) any liability which (i) would constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would not constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local Purchaser, as the case may be) or the Vendor (or Local Vendor, as the case may be) shall promptly upon becoming aware of such Wrong Pocket Asset or Wrong Pocket Liability give notice in writing of the same to the party which should hold such Wrong Pocket Asset or Wrong Pocket Liability under this Agreement or any Local Asset Purchase Agreement (the “Right Pocket”). (b) If the Purchaser or Vendor (or Local Purchaser or Local Vendor, as the case may be) has given written notice pursuant to Section 4.4(a): (i) the parties to this Agreement shall cause any member of their Group holding a Wrong Pocket Asset, as soon as practicable and so far as it is able pursuant to Applicable Law, to transfer such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) the parties to this Agreement shall cause the Right Pocket to assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration; (iii) the parties to this Agreement shall provide such assistance as reasonably requested for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(ii); and (iv) from the Time of Closing until the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in place, the parties shall cause any member of their Group holding a Wrong Pocket Asset to hold the relevant asset and the benefit of any right attaching to any such asset (including, for the avoidance of doubt, any sum or any right or entitlement to receive the same) on trust for the benefit of the Right Pocket and shall account to it accordingly (less any Tax suffered by the holder of the Wrong Pocket Asset thereon). (c) To the extent that a transfer contemplated by Section 4.4(b) is not permitted by Applicable Laws, the Vendor and the Purchaser (or Local Purchaser, as the case may be) shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset or liability been transferred to or, vested in the Purchaser (or Local Purchaser, as the case may be) or retained by the Vendor Group (as applicable) as at the Closing Date.

Wrong Pocket. (a) Without prejudice In the event the Seller or any of its Affiliates receives any payment related to any other rights Acquired Asset after the Initial Closing, the Seller agrees to promptly remit (or remedies cause to be promptly remitted) such funds to the Purchaser. Without limiting the generality of the Purchaser or Vendor (as applicable)foregoing, if or with respect to any payments by customers of the Business to the extent that the Vendor, Local Vendor, Purchaser or Local Purchaser becomes aware, within two (2) years following the Closing Date, that: (i) any asset which (i) would constitute an Asset under the terms of this Agreement Seller or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would constitute an Excluded Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was its Affiliates in connection with Accounts Receivable transferred to the Purchaser Group on the applicable closing (a “Wrong Pocket AssetMisdirected Customer Payments”); or , the Seller agrees for the ninety (90) day period following the Initial Closing Date to (i) use Reasonable Efforts to provide to the Purchaser each Business Day a report setting forth each Misdirected Customer Payment from the prior Business Day, and (ii) any liability which remit (ior cause to be remitted) would constitute an Assumed Liability under to the terms Purchaser the aggregate of this Agreement all such Misdirected Customer Payments on each Monday and Thursday (or, if such day is not a Business Day, the following Business Day) during such period. If the Seller or any Local Asset Purchase Agreement of its Affiliates continues to receive Misdirected Customer Payments after such ninety (90) day period, the parties will negotiate in good faith with respect to a mutually agreeable new reporting and was retained by the Vendor’s Group on the applicable closing, or (ii) would not constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local Purchaser, as the case may be) or the Vendor (or Local Vendor, as the case may be) shall promptly upon becoming aware of such Wrong Pocket Asset or Wrong Pocket Liability give notice in writing of the same to the party which should hold such Wrong Pocket Asset or Wrong Pocket Liability under this Agreement or any Local Asset Purchase Agreement (the “Right Pocket”)remittance schedule. (b) If In the event that the Purchaser or Vendor (or Local any Affiliate of the Purchaser or Local Vendor, as the case may be) has given written notice pursuant to Section 4.4(a): (i) the parties to this Agreement shall cause any member of their Group holding a Wrong Pocket Asset, as soon as practicable and so far as it is able pursuant to Applicable Law, to transfer such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) the parties to this Agreement shall cause the Right Pocket to assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration; (iii) the parties to this Agreement shall provide such assistance as reasonably requested for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(ii); and (iv) from the Time of Closing until the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in place, the parties shall cause any member of their Group holding a Wrong Pocket Asset to hold the relevant asset and the benefit of any right attaching to any such asset (including, for the avoidance of doubt, the Acquired Companies) receives any sum payment related to any Excluded Asset after the Initial Closing, the Purchaser agrees to promptly remit (or any right cause to be promptly remitted) such funds to the Seller.” (r) Sections 10.7(a) and (b) of the Master Agreement are hereby amended and restated to read in their entirety as follows: (a) As promptly as reasonably practicable after the execution of this Agreement, the Seller shall use Reasonable Efforts to provide the Purchaser with a list of all material Shared Contracts, indicating which of such material Shared Contracts may be split and assigned in part to a member of the Purchaser Group or entitlement to receive the same) on trust replicated for the benefit of the Right Pocket and shall account Purchaser Group pursuant to it accordingly (less any Tax suffered by its terms without the holder consent of the Wrong Pocket Asset thereoncounterparty thereto or other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). As promptly as reasonably practicable after receipt thereof, the Purchaser will provide the Seller with written notice of those Assignable Shared Contracts that a member of the Purchaser Group desires to have split and assigned in part or for the Seller to replicate for the Purchaser Group’s benefit, it being understood that those contracts that contain volume commitments, “take or pay” obligations or other rights or obligations that will need to be split in connection with the applicable Closing shall be split and assigned. The parties will use Reasonable Efforts to identify and allocate between the parties such commitments, rights and obligations (the “Split Contract Commitments”). Each Assignable Shared Contract for which the Purchaser provides written notice of its desire to have split and assigned in part or have replicated for its benefit shall thereafter be deemed (to the extent of the requested split or replication) to be an Assumed Contract hereunder and the Seller Group shall split and partially assign to the Purchaser Group or have replicated for the benefit of the Purchaser Group as of the applicable Closing such Contract in accordance with its terms and the Seller and the Purchaser will or will cause another member of the Seller Group and the Purchaser Group, as applicable, to send notices of such split and partial assignment or replication to the counterparty thereto as promptly as reasonably practicable. (cb) With respect to each material Shared Contract identified pursuant to the first sentence of subsection (a) above that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), the Purchaser will also, as promptly as reasonably practicable after receipt thereof, provide the Seller with written notice of those Non-Assignable Shared Contracts that the Purchaser Group desires to have split and assigned in part or have replicated for the benefit of the Purchaser Group, it being understood that only those contracts that contain volume commitments, “take or pay” obligations or other rights or obligations that will need to be split in connection with the Closing shall be eligible to be split and assigned, and the parties will use Reasonable Efforts to identify and allocate between the parties the Split Contract Commitments. Each party shall use Reasonable Efforts prior to the applicable Closing Date or as promptly thereafter as is reasonably practicable based on when written notice is received by the Seller to cause the counterparty to each such Non-Assignable Shared Contract to consent to the split and partial assignment or replication of such Non-Assignable Shared Contract to the Purchaser Group, or to otherwise enter into a new Contract with a member of the Purchaser Group on substantially the same terms as exist under the applicable Shared Contract, in each case as of the applicable Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the split and partial assignment or replication shall thereafter be deemed (to the extent of the requested split or replication) to be an Assumed Contract hereunder and the Seller Group shall split and partially assign to the Purchaser Group or have replicated as of the applicable Closing such Contract in accordance with its terms. Notwithstanding the foregoing, the Seller Group shall not be required to split and partially assign to the Purchaser Group or have replicated at the applicable Closing any of the Non-Assignable Shared Contracts for which consent has not been obtained. To the extent that any counterparty under a Non-Assignable Shared Contract requires the payment of a transfer contemplated by Section 4.4(b) is not permitted by Applicable Lawsor other fee for the split and partial assignment or replication of such Shared Contract, the Vendor Purchaser and the Seller shall each pay one half of any such fee that is reasonably required. As to any Non-Assignable Shared Contract for which the Purchaser has provided written notice of the Purchaser Group’s desires to have split and assigned in part or have replicated for the benefit of the Purchaser Group and for which the parties have not received consent, (a) the Seller agrees to continue to use Reasonable Efforts following the applicable Closing Date to obtain any required consent(s), and the Purchaser agrees to use Reasonable Efforts to cooperate in connection with same until the date that is twelve (or Local Purchaser12) months following the applicable Closing Date, as and (b) the case may be) shall negotiate parties agree to cooperate in good faith with to take such actions as are reasonably necessary to avoid any breach or violation by a view party as a result of any failure to agreeing obtain any required consent prior to the applicable Closing. Until any such consent or new Contract is obtained, the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the Initial Closing in any lawful and reasonable arrangement, to the extent such cooperation would not result in a suitable alternative arrangement in order that the economic position breach of the relevant terms of such Non-Assignable Shared Contract, and not prohibited under applicable Law or Order, which will provide the Purchaser Group the obligations and benefits of any such Non-Assignable Shared Contract (or such portion thereof as the parties is as it would have agreed to with respect to any Split Contract Commitments) with respect to the Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Seller Group’s rights and obligations with respect to such Non-Assignable Shared Contract with respect to the Business. In any such arrangement, the Purchaser will with respect to the obligations and benefits under the Non-Assignable Shared Contracts that relate to the Business (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates related thereto, in each case, solely to the extent each of the foregoing arise out of or relate to the use by the Business of the Non-Assignable Shared Contracts. If and when such consents or approvals are obtained or such other required actions have been had taken, the relevant asset split and partial assignment, or liability been transferred replication, of such Non-Assignable Shared Contract will be effected in accordance with the terms of this Agreement.” (s) Section 10.8(a) of the Master Agreement is hereby amended to oradd the following sentence at the end of such section: “For the avoidance of doubt, vested any removal and relocation of Acquired Assets from an Excluded Seller Facility by the Seller Group prior to the applicable Closing Date, or otherwise in preparation for the operation of the Business by the Purchaser Group following the Initial Closing, occurring at the direction of or with the consent of the Purchaser shall be at the Purchaser’s sole cost and expense, including all costs and expenses incurred by the Seller Group in connection with the relocation of lines and material and equipment from the Seller’s Penang, Malaysia facility to Reynosa, Mexico (or Local Purchaser, such other facility as the case may be) or retained is identified in writing by the Vendor Group Purchaser), and the Purchaser shall promptly reimburse the Seller as such costs and expenses are incurred.” (t) Article 10 of the Master Agreement is hereby amended to add the following as applicable) as at the Closing Date.a new Section 10.15:

Wrong Pocket. (a) Without prejudice Subject to any other rights or remedies of the Purchaser or Vendor (as applicable), if or to the extent that the Vendor, Local Vendor, Purchaser or Local Purchaser becomes aware, within two (2) years following the Closing Date, that: (i) any asset which (i) would constitute an Asset under the terms of this Agreement and the other Ancillary Agreements, during the six (6)-month period following the Closing, if either Purchaser or Seller becomes aware that any Local Asset Purchase Agreement right, property or asset forming part of the Purchased Assets has not been transferred to Purchaser or that any right, property or asset not forming part of the Purchased Assets has been transferred to Purchaser, it shall promptly notify such other party hereto and Purchaser or Seller, as applicable, shall, as soon as reasonably practicable thereafter, ensure that such right, property or asset (and any related Liability) is transferred at the expense of the party that is seeking the assets to be transferred to it and with any necessary prior Consent, to (i) Purchaser, in the case of any right, property or asset forming part of the Purchased Assets which was retained by not transferred to Purchaser at or in connection with the Vendor’s Group on the applicable closingClosing, or (ii) would constitute an Excluded Asset under Seller, in the terms case of this Agreement any right, property or any Local Asset Purchase Agreement and asset not forming part of the Purchased Assets which was transferred to Purchaser at the Purchaser Group on the applicable closing (a “Wrong Pocket Asset”); or (ii) any liability which (i) would constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would not constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local Purchaser, as the case may be) or the Vendor (or Local Vendor, as the case may be) shall promptly upon becoming aware of such Wrong Pocket Asset or Wrong Pocket Liability give notice in writing of the same to the party which should hold such Wrong Pocket Asset or Wrong Pocket Liability under this Agreement or any Local Asset Purchase Agreement (the “Right Pocket”)Closing. (b) If Seller, on the Purchaser one hand, and Purchaser, on the other hand, each agree that, after the Closing, each will, to the extent permitted by applicable Law, hold in trust for the other’s benefit and accounts and will promptly transfer and deliver to the other, from time to time as and when received by such party or Vendor (its Affiliates, any cash, checks with appropriate endorsements, payment of an account, trade, note receivable or Local Purchaser other payment or Local Vendor, as other property or assets that such party or its Affiliates may receive on or after the case may be) has given written notice Closing which properly belongs to such other party or their respective Affiliates pursuant to Section 4.4(a): (i) the parties to terms of this Agreement shall cause any member of their Group holding a Wrong Pocket Asset, as soon as practicable and so far as it is able pursuant to Applicable Law, to transfer such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) the parties to this Agreement shall cause the Right Pocket to assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration; (iii) the parties to this Agreement shall provide such assistance as reasonably requested for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(ii); and (iv) from the Time of Closing until the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in place, the parties shall cause any member of their Group holding a Wrong Pocket Asset to hold the relevant asset and the benefit of any right attaching to any such asset (including, for Agreement. For the avoidance of doubt, except as otherwise provided in this Agreement, following the Closing, (i) if any sum payments due with respect to the Business are paid to Seller, Seller shall promptly remit by wire or draft such payment to an account designated in writing by Purchaser and (ii) if any right payments due with respect to the Retained Business are paid to Purchaser or entitlement its Affiliates, Purchaser shall transfer, or cause its Affiliates to, promptly remit by wire or draft such payment to receive the same) on trust for the benefit of the Right Pocket and shall an account to it accordingly (less any Tax suffered designated in writing by the holder of the Wrong Pocket Asset thereon)Seller. (c) To the extent that a transfer contemplated by Section 4.4(b) is not permitted by Applicable Laws, the Vendor and the Purchaser (or Local Purchaser, as the case may be) shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset or liability been transferred to or, vested in the Purchaser (or Local Purchaser, as the case may be) or retained by the Vendor Group (as applicable) as at the Closing Date.

Wrong Pocket. (a) Without prejudice to any From and after the Closing, Sellers, on the one hand, and Parent and the Buyers, on the other rights or remedies hand, shall, at the request of the Purchaser or Vendor (as applicable)other, if or and at the Buyers’ sole cost and expense, execute and deliver to the extent that other all such instruments and documents or further assurances as the Vendor, Local Vendor, Purchaser or Local Purchaser becomes aware, within two (2) years following the Closing Date, that: other may reasonably request in order to (i) any asset which (i) would constitute an Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on vest in the applicable closingBuyer all of the rights, or title and interests of Sellers in and to the Purchased Assets as contemplated hereby, (ii) would constitute an Excluded Asset effectuate the Buyers’ assumption of the Assumed Liabilities, and (iii) grant to each party all rights contemplated herein to be granted to such party under the terms of this Agreement Transaction Documents. In the event any Purchased Assets remains vested in any Seller or any Local of its Affiliates following Closing, Seller shall (or shall cause its applicable Affiliate to), at the Buyers’ sole cost and expense, transfer such Purchased Asset Purchase Agreement and was transferred as soon as reasonably practicable to the Purchaser Group on applicable Buyer or its designee for no consideration. Each Seller shall notify the applicable closing (a “Wrong Pocket Asset”); or (ii) any liability which (i) would constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would not constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local Purchaser, Buyers as the case may be) or the Vendor (or Local Vendor, soon as the case may be) shall promptly reasonably practicable upon becoming aware that that there are any Purchased Assets in its possession or control or that of any of its Affiliates. In the event any Excluded Asset is vested in any Buyer or any of its Affiliates following Closing, the Buyers shall (or shall cause their applicable Affiliates to), at the Buyers’ sole cost and expense, transfer such Wrong Pocket Excluded Asset or Wrong Pocket Liability give notice in writing of the same as soon as reasonably practicable to the party which should hold such Wrong Pocket Asset Company or Wrong Pocket Liability under this Agreement its designee for no consideration. The Buyers shall notify the Company as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in their possession or control or that of any Local Asset Purchase Agreement (the “Right Pocket”)of their respective Affiliates. (b) If From and after the Purchaser Closing, the Company shall promptly pay or Vendor remit to the Buyers any monies or checks which have been sent to Sellers after the Closing Date by customers, suppliers or other contracting parties in respect of any Purchased Assets, and the Buyers shall promptly pay or remit to the Company any monies of checks which have been sent to either of Parent or the Buyers (or Local Purchaser or Local Vendor, as the case may betheir respective Affiliates) has given written notice pursuant to Section 4.4(a): (i) the parties to this Agreement shall cause in respect any member of their Group holding a Wrong Pocket Asset, as soon as practicable and so far as it is able pursuant to Applicable Law, to transfer such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) the parties to this Agreement shall cause the Right Pocket to assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration; (iii) the parties to this Agreement shall provide such assistance as reasonably requested for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(ii); and (iv) from the Time of Closing until the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in place, the parties shall cause any member of their Group holding a Wrong Pocket Asset to hold the relevant asset and the benefit of any right attaching to any such asset (including, for the avoidance of doubt, any sum or any right or entitlement to receive the same) on trust for the benefit of the Right Pocket and shall account to it accordingly (less any Tax suffered by the holder of the Wrong Pocket Asset thereon)Excluded Assets. (c) To the extent that a transfer contemplated by Section 4.4(b) is not permitted by Applicable Laws, the Vendor and the Purchaser (or Local Purchaser, as the case may be) shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset or liability been transferred to or, vested in the Purchaser (or Local Purchaser, as the case may be) or retained by the Vendor Group (as applicable) as at the Closing Date.

Wrong Pocket. 9.1 If, within 24 (twenty-four) months following Completion, (a) Without prejudice to any other rights or remedies member of the Purchaser Seller's Group remains the legal or Vendor beneficial owner (as applicable) of any Asset or any Liability that is primarily or exclusively part of the Divestment Business or is an Asset or Liability of any Group Company (other than any Contract), if or to the extent that the Vendor, Local Vendor, Purchaser or Local Purchaser becomes aware, within two (2) years following the Closing Date, that: (ib) any asset which of the Group Companies remains the legal or beneficial owner (ias applicable) would constitute an of any Asset or Liability that is primarily part of the Retained Business (excluding any of the Transferring IP) (other than any Contract), and such matter is not otherwise explicitly provided for in this Agreement or any of the other Transaction Documents, the Seller and the Purchaser shall execute whatever documentation is reasonably required to effectuate the transfer of such Asset or Liability in accordance with applicable Law to achieve the intended treatment of such Asset or Liability under this Agreement, for nil consideration. Until such transfer is concluded, the Party whose purported Asset is located outside its own group shall receive a royalty-free licence to use or shall otherwise be able to obtain the benefits from the Asset and the Party whose purported Liability is located outside its own group shall indemnify the other Party for all Damages arising from or in connection therewith in accordance with the terms of this Agreement Agreement. 9.2 If, following Completion, (a) any member of the Seller's Group remains party to any Contract that is primarily or exclusively related to the Divestment Business, (b) any Local Asset Purchase Agreement and was retained by of the Vendor’s Group on Companies remains party to any Contract that is primarily or exclusively related to the Retained Business or (c) a new Contract cannot be obtained with respect to a Shared Contract or the applicable closingportion of any Shared Contract (a "Wrong Pockets Contract"), or and such Wrong Pockets Contract is not a Third Party Consent Contract (ii) would constitute an Excluded Asset under and the terms transfer of such Wrong Pockets Contract is otherwise explicitly provided for in this Agreement or any Local Asset Purchase Agreement other Transaction Documents), the Seller and was transferred the Purchaser shall cooperate in good faith to arrange for the transfer of the relevant Wrong Pockets Contract to the Purchaser relevant Group on Company or to a member of the applicable closing (a “Wrong Pocket Asset”); or (ii) Seller's Group or the split of any liability which (i) would constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would not constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local PurchaserShared Contract, as the case may be) or the Vendor , for nil consideration (or Local Vendor, as the case may be) shall promptly upon becoming aware of such a "Wrong Pocket Asset or Wrong Pocket Liability give notice in writing of the same to the party which should hold such Wrong Pocket Asset or Wrong Pocket Liability under this Agreement or any Local Asset Purchase Agreement (the “Right Pocket”Pockets Contract Transfer"). 9.3 If and to the extent that any Third Party consent, approval or waiver or a novation agreement (as applicable) (a "Third Party Contract Consent") is required (a) for the transfer by (i) any member of the Seller's Group to any Group Company of any Third Party Contract which is primarily or exclusively related to the Divestment Business or (ii) any Group Company to any member of the Seller's Group of any Contract which is primarily or exclusively related to the Retained Business (a "Third Party Consent Contract Transfer"), or (b) If the Purchaser or Vendor to avoid a Change of Control Effect in respect of any Third Party Contract (or Local Purchaser or Local Vendoreach a "Third Party Consent Contract"), as the case may be) has given written notice pursuant to Section 4.4(a):then: (i) the parties to 9.3.1 in respect of any Third Party Consent Contract Transfer, this Agreement does not constitute an assignment or an attempted assignment of such Third Party Consent Contract if and to the extent that the assignment or purported assignment would constitute a breach of such Third Party Consent Contract; 9.3.2 the Seller, on the one hand, and the Purchaser, on the other, shall cause any member of cooperate with one another (and each other's respective Affiliates) and use (and procure that their Group holding a Wrong Pocket Assetrespective Affiliates use) reasonable efforts in attempting to obtain each such Third Party Contract Consent prior to, on or as soon as reasonably practicable and so far as it is able pursuant to Applicable Lawfollowing Completion (including the payment of any consideration by the Seller), to transfer such Wrong Pocket Asset to the Right Pocket for no additional consideration;provided that: (iia) neither the parties Purchaser nor any of its Affiliates shall be required to this Agreement shall cause the Right Pocket make payments or otherwise incur more than de minimis fees, costs and expenses in using such reasonable efforts (regardless of whether any payment or incurring of such fees, costs and expenses are necessary to assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration; (iii) the parties to this Agreement shall provide such assistance as reasonably requested for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(iiobtain a Third Party Contract Consent); and (ivb) from unless and to the Time of Closing until extent the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in placesame constitute Migration Costs, the parties Seller shall cause assume any fees, costs and expenses payable to obtain the relevant Third Party Contract Consent and the Seller and its Affiliates shall be required to make payments to any counterparty (or any Affiliate of any counterparty) to any Third Party Consent Contract (a "Third Party Consent Contract Counterparty") and any other Person and otherwise incur fees, costs and expenses, in each case, to the extent reasonably necessary to obtain any Third Party Contract Consent ("Third Party Contract Consent Costs"); and 9.3.3 the Seller must obtain the Purchaser's written consent and the Purchaser must obtain the Seller's written consent, as applicable and in each case not to be unreasonably withheld, conditioned or delayed, before: (a) agreeing with any Person (whether verbally or otherwise) to any amendment, modification or change to, or waiver in respect of any provision of, any Third Party Consent Contract (regardless of whether such amendment, modification, change or waiver is necessary to obtain a Third Party Contract Consent); or (b) making any payment to any Third Party Consent Contract Counterparty. 9.4 Pending the completion of any Wrong Pockets Contract Transfer or Third Party Consent Contract Transfer: 9.4.1 the relevant member of their the Seller's Group holding a Wrong Pocket Asset to or Group Company (as applicable) (the "Interim Holder") shall hold the relevant asset and the benefit of any right attaching to any such asset Wrong Pockets Contract or Third Party Consent Contract (including, for the avoidance of doubt, any sum or any right or entitlement to receive the same"Relevant Contract") on trust for the benefit relevant Group Company or member of the Right Pocket and shall account to it accordingly (less any Tax suffered by the holder of the Wrong Pocket Asset thereon). (c) To the extent that a transfer contemplated by Section 4.4(b) is not permitted by Applicable Laws, the Vendor and the Purchaser (or Local Purchaser, as the case may be) shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset or liability been transferred to or, vested in the Purchaser (or Local Purchaser, as the case may be) or retained by the Vendor Seller's Group (as applicable) (the "Final Holder"); 9.4.2 where such Relevant Contract relates to the provision of goods or services by the Interim Holder, the Final Holder shall perform all the obligations of the Interim Holder under such Relevant Contract to be discharged after Completion or, where subcontracting is not permissible, the Final Holder shall perform such obligations as agent for the Interim Holder; 9.4.3 where such Relevant Contract relates to the receipt of goods or services by the Interim Holder, the Interim Holder shall on-sell (at cost) to the Closing DateFinal Holder the services provided pursuant to such Relevant Contract; 9.4.4 where such Relevant Contract is a lease, the Interim Holder shall enter into a sub-lease with the Final Holder on the terms substantially consistent with such lease, or where a sub-lease is not permissible, provide a licence to occupy the relevant premises to the Final Holder on terms substantially consistent with such lease; or 9.4.5 otherwise use reasonable efforts to provide without limitation in time the Final Holder with the applicable benefit of such Relevant Contract and, subject to Clause 9.4.4, for the Final Holder to bear the applicable burden under such Relevant Contract. 9.5 To the extent there is any conflict between this Clause 9 and any matter specifically addressed in any IP Agreement, the Global Accounts Agreement, the Transitional Services Agreement or in any other provision of this Agreement, the terms of such IP Agreement, the Global Accounts Agreement, the Transitional Services Agreement or such other provision of this Agreements (as applicable) shall control.

Wrong Pocket. (a) Without prejudice to If upon Completion, any other rights or remedies member of the Purchaser or Vendor (as applicable), if or to Purchasers Group is the extent that the Vendor, Local Vendor, Purchaser or Local Purchaser becomes aware, within two (2) years following the Closing Date, that: (i) owner of any asset which (i) would constitute an Asset under the terms of this Agreement is pertaining exclusively or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would constitute an Excluded Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was transferred Predominantly to the Purchaser Group on Retained Business (each, a Retained Business Asset), the applicable closing (a “Wrong Pocket Asset”); or (ii) any liability which (i) would constitute an Assumed Liability under Vendors Representative may give written notice to the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group on the applicable closing, or (ii) would not constitute an Assumed Liability under the terms of this Agreement or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local Purchaser, as the case may be) or the Vendor (or Local Vendor, as the case may be) shall promptly upon becoming aware of such Wrong Pocket Asset or Wrong Pocket Liability give notice in writing Purchasers Representative of the same at any time within 36 months following the Completion Date. If such notice is given, the Purchasers shall, as soon as practicable, ensure that such Retained Business Asset (together with any benefit or sum, net of Tax and other out of pocket expenses, accruing to the party which should hold Purchasers and/or any of their Affiliates following the Completion as a result of holding that interest since Completion) is transferred to a member of the Vendors Group as the Vendors Representative shall specify on terms that no consideration is payable by any person for such Wrong Pocket Asset transfer. The Vendors shall provide such assistance to the Purchasers as the Purchasers reasonably require for this purpose and shall indemnify the Purchasers and each of their Affiliates against any and all costs suffered or Wrong Pocket Liability under this Agreement incurred by the Purchasers or any Local of their Affiliates in relation to the transfer or as a result of holding the relevant Retained Business Asset Purchase Agreement (for the “Right Pocket”)period from Completion until it is so transferred. (b) If upon Completion, any member of the Purchaser or Vendor (or Local Purchaser or Local Vendor, as Vendors Group is the case may be) has given written notice pursuant to Section 4.4(a): owner of (i) any asset (including any Intellectual Property Rights) which is pertaining exclusively or Predominantly to the parties Business, (ii) any Suzhou Asset or (iii) any Suzhou Contract (each of (i), (ii) and (iii), a Business Asset), the Purchasers Representative may give written notice to this Agreement shall cause the Vendors Representative of the same at any member time within 36 months following the Completion Date (or, if different, the date of their Group holding a Wrong Pocket Assetexecution of the Suzhou Business Transfer Agreement). If such notice is given, the Vendors shall, as soon as practicable practicable, ensure that such Business Asset (together with any benefit or sum, net of Tax and so far as it is able pursuant to Applicable Lawother out of pocket expenses, to transfer such Wrong Pocket Asset accruing to the Right Pocket Vendors and/or any of their Affiliates as a result of holding that Business Asset since Completion) is transferred to a member of the Purchasers Group as the Purchasers Representative shall specify on terms that no consideration is payable by any person for no additional consideration; (ii) the parties to this Agreement shall cause the Right Pocket to assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration; (iii) the parties to this Agreement such transfer. The Purchasers shall provide such assistance to the Vendors as the Vendors reasonably requested requires for this purpose and shall indemnify the Vendors and each of their Affiliates against any and all costs suffered or incurred by the Vendors or any of their Affiliates in relation to the transfer or as a result of holding the relevant Business Asset for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(ii); and (iv) period from the Time of Closing Completion until the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in place, the parties shall cause any member of their Group holding a Wrong Pocket Asset to hold the relevant asset and the benefit of any right attaching to any such asset (including, for the avoidance of doubt, any sum or any right or entitlement to receive the same) on trust for the benefit of the Right Pocket and shall account to it accordingly (less any Tax suffered by the holder of the Wrong Pocket Asset thereon)is so transferred. (c) To If any transfer of a Retained Business Asset or Business Asset is made pursuant to Clause 7.8, no consideration shall be provided to any person in respect to such transfer, to the extent that a transfer contemplated by Section 4.4(b) is not permitted by Applicable applicable Laws. The Parties shall use their best efforts to structure such transfer in an equitable manner for both the Purchasers Group and the Vendors Group including from legal and Tax perspectives, so as to ensure that from an economic standpoint the relevant transfer is neutral for the Parties. In particular, if the transfer cannot be made for no consideration, the Vendor and shall cause the relevant member of the Vendors Group (or the Purchaser shall cause the relevant member of the Purchasers Group, as applicable), to pay to the Purchaser or relevant member of the Purchasers Group (or Local Purchaserto the Vendors or relevant member of the Vendors Group, as applicable), an amount equal to the case may be) shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that amount of such consideration paid by the economic position Purchaser or relevant member of the relevant parties is as it would have been had the relevant asset or liability been transferred to or, vested in the Purchaser Purchasers Group (or Local Purchaserthe Vendors or relevant member of the Vendors Group, as the case may be) or retained by the Vendor Group (as applicable) as at to the Closing DateVendors or relevant member of the Vendors Group (or to the Purchaser or to the relevant member of the Purchasers Group), within ten (10) Business Days of the payment of such consideration.

Wrong Pocket. (a) Without prejudice to any other rights or remedies of the Purchaser or Vendor (as applicable), if or If and to the extent that it is determined at any time after Closing that (x) legal title to or beneficial or other interest in all or part of any of the VendorExcluded Assets (as defined in the Reorganization Plan) has been transferred to Purchaser or its Subsidiaries (including the Companies), Local Vendoror (y) legal title to or beneficial or other interest in and all or part of any Transferred Asset has not been transferred to Purchaser or its Subsidiaries (including the Companies), including any Restricted Asset (as defined in the Reorganization Plan) (each of (x) and (y), a “Misplaced Asset”), Purchaser or Local Purchaser becomes awareSeller, within two as applicable, shall (2and shall cause their respective Affiliates, as applicable, to) promptly upon the request of the other party: (a) execute all such agreements, deeds or other documents as may be necessary for the purposes of transferring, assigning and conveying such Misplaced Assets (or part thereof) or the relevant interests in them to the other party of nominal consideration, (b) obtain all Consents from Persons necessary or appropriate for the purposes of transferring, assigning, and conveying such Misplaced Assets (or part thereof) or the relevant interests in them to the other party, (c) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign, and convey such Misplaced Assets (or parts thereof) or the relevant interests in them to the other party and (d) hold such Misplaced Assets (or part thereof), or relevant interest in such Misplaced Assets, in trust for the other party (to the extent permitted by applicable Law) until such time as the transfer is validly effected to vest the asset (or part thereof) or relevant interest in the Misplaced Asset to the other party. Seller shall retain and continue to fully satisfy in the ordinary course of business consistent with past practice all Excluded Liabilities. Pending the earlier of the transfer pursuant to this Section 5.30 and three years following from the Closing Date, that: Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to cooperate (each at its own expense) in any lawful, contractually permissible and commercially reasonable arrangement designed to (i) provide to Purchaser all economic benefits and burdens of any asset which Misplaced Assets (iwhether tangible or intangible) would constitute an Asset under constituting Transferred Assets that have not been transferred to Purchaser or its Subsidiaries (including the terms of this Agreement or any Local Asset Purchase Agreement Companies) and was retained by the Vendor’s Group on the applicable closing, or (ii) would constitute an provide to Seller all economic benefits and burdens of any of the Misplaced Assets (whether tangible or intangible) constituting Excluded Asset under the terms of this Agreement or any Local Asset Purchase Agreement and was Assets that have been transferred to Purchaser or its Subsidiaries (including the Companies). During such time period, each party and its Affiliates shall comply with all applicable covenants and obligations with respect to any such Misplaced Assets held by it, including the payment of any costs and expenses in connection therewith, which shall be performed by such party or its applicable Affiliate for the other party’s account and such other party shall promptly reimburse such party for any such out-of-pocket costs, expenses or payments. In addition and without limiting the foregoing, if following the Closing, Purchaser Group and its Affiliates (including the Companies), on the applicable closing (a “Wrong Pocket Asset”); or (ii) any liability which (i) would constitute an Assumed Liability under one hand, and the terms of this Agreement or any Local Asset Purchase Agreement and was retained by the Vendor’s Group Seller Group, on the applicable closingother hand, shall receive or otherwise possess any asset or be liable for any Liability that is allocated to the other group of Persons pursuant to the Reorganization Plan, Purchaser and its Affiliates and the Seller Group, as applicable, shall promptly transfer or assign, or (ii) would not constitute an Assumed Liability under the terms of this Agreement cause to be transferred or any Local Asset Purchase Agreement and was assumed by the Purchaser Group on the applicable closing (a “Wrong Pocket Liability”) the Purchaser (or Local Purchaserassigned, as the case may be) or the Vendor (or Local Vendor, as the case may be) shall promptly upon becoming aware of such Wrong Pocket Asset or Wrong Pocket Liability give notice in writing of the same to the party which should hold such Wrong Pocket Asset or Wrong Pocket Liability under this Agreement or any Local Asset Purchase Agreement (the “Right Pocket”). (b) If the Purchaser or Vendor (or Local Purchaser or Local Vendor, as the case may be) has given written notice pursuant to Section 4.4(a): (i) the parties to this Agreement shall cause any member of their Group holding a Wrong Pocket Asset, as soon as practicable and so far as it is able pursuant to Applicable Law, to transfer such Wrong Pocket Asset to the Right Pocket for no additional consideration; (ii) , such asset or Liability to the parties to this Agreement group of Persons so entitled thereto or responsible therefor, and such group shall cause the Right Pocket to accept such asset or assume from the holder of any Wrong Pocket Liabilities any Wrong Pocket Liabilities for no additional consideration; (iii) the parties to this Agreement shall provide such assistance as reasonably requested for the purposes of giving effect to Section 4.4(b)(i) and Section 4.4(b)(ii); and (iv) from the Time of Closing until the time that the transfer described in Section 4.4(b)(i) takes place or until such other arrangements are put in place, the parties shall cause any member of their Group holding a Wrong Pocket Asset to hold the relevant asset and the benefit of any right attaching Liability. Prior to any such transfer, the group of Persons possessing any such asset (including, for the avoidance of doubt, any sum or any right or entitlement to receive the same) on shall hold such asset in trust for the benefit such other group of the Right Pocket and shall account to it accordingly (less any Tax suffered by the holder of the Wrong Pocket Asset thereon)Persons. (c) To the extent that a transfer contemplated by Section 4.4(b) is not permitted by Applicable Laws, the Vendor and the Purchaser (or Local Purchaser, as the case may be) shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset or liability been transferred to or, vested in the Purchaser (or Local Purchaser, as the case may be) or retained by the Vendor Group (as applicable) as at the Closing Date.