Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. To the extent that, during the twelve (12) months following the Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordingly.

Wrong Pockets. To (a) If at any time after the extent thatClosing (i) any of TKO or its Affiliates (including the Transferred Entities) receives (x) any monies, checks, refunds or other amounts which are (or represent the proceeds of) an Excluded Asset or is otherwise properly due and owing to any member of the Remaining EDR Group in accordance with the terms of this Agreement, or (y) any other amount for an Excluded Liability, or refund or other amount which is related to claims or other matters for which the EDR Parties are responsible hereunder (which amount is not a Transferred Asset), then, in each case, TKO promptly shall remit, or shall cause to be remitted, such amount to the EDR Parties, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (b) If at any time during the twelve five- (125-) months following year period after the Closing, Buyer TKO or Seller discovers any of its Affiliates (including the Transferred Entities) shall receive or otherwise possess any asset that is an Excluded Asset or that otherwise should belong to any Transferred Assets: member of the Remaining EDR Group pursuant to this Agreement, TKO shall (ai) not intended promptly notify and transfer, or cause to be transferred to or retained by the Companiestransferred, their Subsidiaries or Buyer pursuant such asset to the Contemplated Transactions were transferred at EDR Parties or prior to Closing or otherwise retained any of their Affiliates and (each, a “Held Asset”), Buyer shallii) hold, and shall cause its Affiliates to hold, the relevant Excluded Asset, in trust for the EDR Group until such time as the transfer is validly effected such Excluded Asset with the EDR Group or their Affiliates. If at any time during the five- (5-) year period after the Closing, any member of the Remaining EDR Group shall receive or otherwise possess any Transferred Liability, the EDR Parties shall promptly notify and transfer, or cause to be transferred, such Transferred Liability to TKO or any of its Affiliates. Prior to any such transfer of assets pursuant to this Section 6.06(b), the EDR Parties and TKO agree that the party who receives or possesses such asset shall hold such asset in trust for each party to whom such asset should rightfully belong pursuant to this Agreement. (c) If at any time after the Closing, (i) any member of the Remaining EDR Group receives (x) any monies, checks, refunds or other amounts which are (or otherwise represent the proceeds of) a Transferred Asset or is otherwise properly due and owing to any Transferred Entity in accordance with the terms of this Agreement or (y) any other amount for a Transferred Liability, or refund or other amount which is related to claims or other matters for which the TKO Parties are responsible hereunder (which amount is not an Excluded Asset), then, in each case the EDR Parties, or another member of the Remaining EDR Group, promptly shall remit, or shall cause to be remitted, such amount to TKO or the applicable Transferred Entity, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (d) If at any time during the five- (5-) year period after the Closing, any member of the Remaining EDR Group shall receive or otherwise possess any asset that is a Transferred Asset or should belong to Transferred Entities pursuant to this Agreement, the EDR Parties shall (i) promptly assign notify and transfer all righttransfer, title and interest in or cause to be transferred, such Held Asset asset to Seller or its designated assignee, the applicable Transferred Entity and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shallhold, and shall cause its Affiliates to (i) promptly assign and hold, the relevant Transferred Asset, in trust for TKO or the Transferred Entities until such time as the transfer all right, title and interest in is validly effected to vest such Omitted Transferred Asset to Buyer with TKO or its designated assignee, and Affiliate. If at any time during the five- (ii5-) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of year period after the Closing, any Transferred Entity shall receive or otherwise possess any Excluded Liability, the applicable Transferred Entity shall promptly notify and transfer, or cause to be transferred, such Transferred Liability to the EDR Parties or any other member of the Remaining EDR Group. Prior to any such transfer of assets pursuant to this Section 6.06(d), the EDR Parties and TKO agree that the party who receives or possesses such asset shall hold such asset in either case trust for each party to whom such asset should rightfully belong pursuant to this Agreement. (e) TKO and the Allocation Schedule EDR Parties shall cooperate with each other and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 6.06. (f) For the avoidance of doubt, the transfer or assumption of any assets or Liabilities under this Section 6.06 shall be adjusted accordinglyeffected without any additional consideration payable by any party hereto. (g) Notwithstanding anything to the contrary herein, this Section 6.06 shall not apply to the matters set forth in Section 5.15.

Wrong Pockets. To 26.1 Capitalised terms used in this clause 26 but not defined in this Agreement shall have the extent thatmeanings given to them in the Holcim IP Licence or the Lafarge IP Licence, during as the twelve (12) case may be. 26.2 Subject to the Holcim IP Licence and the Lafarge IP Licence, if at any time until the date that is 9 months following the after Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended the Purchaser or any Target Company, or any of their respective Affiliates, holds an Excluded Asset or receives any amount in respect of that Excluded Asset, then the Purchaser shall, or the Purchaser shall procure that the relevant Target Company or Affiliate shall, as promptly as reasonably practicable, remit, or cause to be transferred to remitted, at no cost, such amount or retained by the Companies, their Subsidiaries or Buyer pursuant Excluded Asset to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (eachappropriate Seller, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assigneerelevant Affiliate, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of as the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as case may be reasonably instructed by Seller.be; (b) intended the Purchaser or any of its Affiliates is required to be transferred to or retained by make (and effectively makes) any payment in respect of an Excluded Asset, the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), relevant Seller shall, and as promptly as reasonably practicable, remit an amount equal to the amount of such payment to the Purchaser or its relevant Affiliate, as the case may be; (c) a Seller or any member of the Seller Group, holds an Included Asset or receives any amount in respect of that Included Asset, then that Seller shall, or that Seller shall procure that the relevant member of its Seller Group shall, as promptly as reasonably practicable, remit, or cause its Affiliates to (i) promptly assign and transfer all rightbe remitted, title and interest in at no cost, such Omitted amount or Included Asset to Buyer the appropriate Target Company; or (d) a Seller or any member of the Seller Group, is required to make (and effectively makes) any payment in respect of an Included Asset, the Purchaser shall, as promptly as reasonably practicable, remit an amount equal to the amount of such payment to the relevant Seller or its designated assigneerelevant Affiliate, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of as the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as case may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglybe.

Wrong Pockets. To (a) If, following the extent that, during the Closing for a period of twelve (12) months following the Closingthereafter, Buyer or Seller discovers that it or any Transferred Assets: other member of the Seller Group is the owner of or possesses any asset (a) not intended to be transferred to other than any Excluded Asset), or retained by the Companiesis liable for any Liability, their Subsidiaries or Buyer pursuant that is primarily related to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (eachBusiness, a “Held Asset”), Buyer then the parties hereto shall, and shall cause its Affiliates their Subsidiaries to (i) promptly assign and use reasonable best efforts to, transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used transferred such asset or retained Liability, as may be reasonably instructed by Sellerapplicable, to a Purchaser Entity (and such Purchaser Entity shall accept any such asset or assume any such Liability) for no additional consideration other than as previously paid as provided in this Agreement. (b) intended to be transferred to If, following the Closing for a period of twelve (12) months thereafter, Purchaser discovers that a Purchaser Entity is the owner of or retained by the Companiespossesses any asset, their Subsidiaries or Buyer pursuant is liable for any Liability, in each case that is primarily related to the Contemplated Transactions were not transferred at Retained Business or prior to Closing or otherwise retained (eachthat constitutes a Retained Liability, an “Omitted Asset”), Seller then the parties hereto shall, and shall cause its Affiliates their Subsidiaries to (i) promptly assign and use reasonable best efforts to, transfer all rightor cause to be transferred such asset or Liability, title and interest in such Omitted Asset as applicable, to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all a member of the benefits associated with the ownership Seller Group (and Seller or such other member of the Omitted AssetSeller Group shall accept any such asset or assume any such Liability) for no additional consideration other than as previously paid as provided in this Agreement. (c) To the extent that any transfer under Section 6.15(a) or 6.15(b) is required, but not permitted by Law or an applicable Contract, the parties hereto shall use reasonable best efforts to obtain or structure an arrangement such that Purchaser or Seller, as applicable, shall receive the rights and benefits and/or bear the obligations and burdens, of such asset or Liability. (Bd) cause The parties shall reasonably cooperate to effect any transfers or other arrangements described in Section 6.15(a) or 6.15(b) in a manner that is Tax efficient for the parties and their respective Affiliates, including by treating the Person initially in possession of any such Omitted Asset payment after the Closing as holding such payment as an agent or nominee for the transferee thereof for all Tax purposes, to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordingly.

Wrong Pockets. To Until the extent thatfirst anniversary of the Closing Date, during if either Buyer, on the twelve one hand, or Sellers, on the other hand, becomes aware that any of the Acquired Assets has not been transferred to Buyer or any of its Affiliates or that any of the Excluded Assets has been transferred to Buyer or its Affiliates (12) months following other than as contemplated in the ClosingTransaction Documents), Buyer or Seller discovers that any Transferred Assets: (a) not intended to be transferred to or retained by Sellers, as applicable, shall promptly notify the Companies, their Subsidiaries or Buyer pursuant to other and the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer Parties shall, and shall cause its Affiliates as soon as reasonably practicable, ensure that such property is transferred, with any necessary prior Third Party Consent, to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller Buyer or its designated assigneeapplicable Affiliate, and in the case of any Acquired Asset which was not transferred to Buyer at the Closing; or (ii) pending such transferthe applicable Seller, in the case of any Excluded Asset which was transferred to Buyer at the Closing. Without limiting the foregoing, Buyer agrees that, after the Closing Date, (Aw) hold in trust such Held Asset and provide to Seller if Buyer or any of its designated assignee all of the benefits associated with the ownership of the Held Affiliates receives any payment that is an Excluded Asset, Buyer shall hold and shall promptly transfer and deliver such payment to Sellers (B) cause such Held Asset to be used or retained as may be reasonably instructed at an account designated by Seller. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”Sellers), Seller shall, from time to time as and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to when received by Buyer or its designated assigneeAffiliate and in the currency received, and (ii) pending Buyer shall account to Sellers for all such transferreceipts, (Ax) if Sellers or any of their Affiliates receive any payment that is an Acquired Asset, the applicable Seller shall hold in trust and shall promptly transfer and deliver such Omitted Asset and provide payment to Buyer (at an account designated by Buyer), from time to time as and when received by Sellers or its designated assignee all of their Affiliates and in the benefits associated with the ownership of the Omitted Assetcurrency received, and Sellers shall account to Buyer for all such receipts, (By) cause such Omitted Asset Buyer shall promptly deliver to be used Sellers any invoice Buyer or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset of its Affiliates receives in respect of any account payable that is an Excluded Liability and (z) Sellers shall be considered promptly deliver to have never been transferred, Buyer any Omitted Asset shall be considered to have been transferred as invoice Sellers or any of the Closing, and their Affiliates receive in either case the Allocation Schedule shall be adjusted accordinglyrespect of any accounts payable that is an Assumed Liability.

Wrong Pockets. To the extent that, during the twelve (12) months following the Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended If and to be the extent that it is determined after Closing that legal title to or beneficial or other interest in all or part of any Excluded Assets have been transferred to Purchaser, or that any Assumed Liability or any Purchased Asset has been erroneously retained by the CompaniesSeller or any of its Affiliates, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer Purchaser shall, and shall cause its Affiliates to promptly upon the request of Seller, (i) promptly assign and transfer execute all rightsuch agreements, title and interest deeds or other documents as may be necessary for the purposes of transferring such assets (or part thereof) or the relevant interests in such Held Asset them back to Seller or its designated assigneetransferring such Assumed Liabilities or Purchased Assets to Purchaser, and as applicable, (ii) pending complete all such transfer, (A) hold further acts or things as Seller may reasonably direct in trust order to transfer such Held Asset and provide assets or the relevant interests in them back to Seller or its designated assignee all of the benefits associated with the ownership of the Held Assettransfer such Assumed Liabilities or Purchased Assets to Purchaser, as applicable and (Biii) cause hold the asset (or part thereof), or relevant interest in the asset, in trust for Seller (to the extent permitted by Applicable Law) until such Held Asset time as the transfer is validly effected to be used vest the asset (or retained as may be reasonably instructed by part thereof) or relevant interest in the asset back to Seller. (b) intended If and to be transferred to the extent that it is determined after Closing that any Excluded Liability has been erroneously assumed by Purchaser or any of its Affiliates or any Purchased Asset has been erroneously retained by the Companies, their Subsidiaries Seller or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”)any of its Affiliates, Seller shall, and shall cause its Affiliates to promptly upon the request of Purchaser, (i) promptly assign (x) execute all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Liabilities (or part thereof) back to Seller and (y) complete all such further acts or things as Purchaser may reasonably direct in order to transfer all rightsuch Excluded Liabilities back to Seller, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust execute all such Omitted Asset and provide agreements, deeds or other documents as may be necessary for the purposes of transferring such Purchased Assets (or part thereof) to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, Purchaser and (B) cause complete all such Omitted Asset further acts or things as Purchaser may reasonably direct in order to be used transfer such Purchased Assets to Purchaser and (iii) hold the asset (or retained as may be reasonably instructed by Buyer. To part thereof), or relevant interest in the asset, in trust for Purchaser (to the extent permitted by applicable Applicable Law, for Tax purposes, any Held Asset shall be considered ) until such time as the transfer is validly effected to have never been transferred, any Omitted Asset shall be considered to have been transferred as of vest the Closing, and asset (or part thereof) or relevant interest in either case the Allocation Schedule shall be adjusted accordinglyasset with Purchaser.

Wrong Pockets. 18.4.1 To the extent thatthat following Completion, during the twelve (12) months following Seller or the Closing, Buyer or Seller discovers Purchaser discover that any Transferred AssetsAsset: (a) not intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer Purchaser pursuant to the Contemplated Transactions were transactions contemplated by this Agreement was transferred to the Purchaser at Completion (each such Asset, a "Held Asset"), the Purchaser shall (at the Seller's cost) take reasonable steps to assign and transfer such right, title and interest of the Purchaser in such Held Asset to the Seller without delivery of any incremental consideration therefor provided that the Purchaser shall not be obligated to pay or cause to be paid any cost or expense or incur any Losses in connection with any such arrangements; and (b) intended to be transferred to the Purchaser pursuant to the transactions contemplated by this Agreement or any of the other Transaction Documents was not transferred at, prior to Closing or otherwise retained after Completion (eacheach such Asset, a “Held an "Omitted Asset”"), Buyer the Seller shall, and shall cause its Affiliates to (at the Seller's cost) (i) promptly assign and transfer all right, unencumbered legal and beneficial title and interest in such Held Omitted Asset to Seller the Purchaser or (at the Purchaser's discretion) its designated assigneeassignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in on trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust absolutely such Omitted Asset and provide to Buyer Purchaser or (at the Purchaser's discretion) its designated assignee all of the benefits associated with the ownership of the Omitted AssetAsset (including at the discretion of the Purchaser, compliance with the provisions of clause 7 (Transfer of Assets and Transferred Contracts) in respect thereof), and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as or on behalf of the ClosingPurchaser. 18.4.2 The Seller shall, and in either case shall procure that each relevant Affiliate of the Allocation Schedule shall be adjusted accordinglySeller shall, promptly forward to the Purchaser or (at the Purchaser's discretion) the Purchaser's designated assignee any payment which per the terms of this Agreement the Purchaser or any of its Affiliates is entitled to and that is received by the Seller or any of its Affiliates after Completion.

Wrong Pockets. To the extent that, during the twelve (12) months following the Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended Section 2.9(d) of the Agreement is hereby amended and restated to be transferred to read as follows: After the Spinco Distribution, Spinco shall, or retained shall cause the other members of its Group and its and any of its respective then-Affiliates to, promptly following the identification (in a reasonable amount of time and in accordance with the ordinary course practices and procedures for processing monies or checks) of any monies or checks that have been received by Spinco (or another member of its Group or its or its respective then-Affiliates) after the Spinco Distribution that are (or represent the proceeds of), in whole or in part, a Remainco Asset (which, for the avoidance of doubt, shall include proceeds of the business conducted by the CompaniesRemainco Group following the Spinco Distribution), their Subsidiaries pay or Buyer pursuant deliver to Remainco (or its designee) such monies or checks that have been received by Spinco (or another member of its Group or its or its respective then-Affiliates) after the Spinco Distribution to the Contemplated Transactions were transferred at extent they are (or prior represent the proceeds of) a Remainco Asset (it being understood and agreed that any such amounts shall be paid and delivered on a monthly basis, in each case to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all the applicable members of the benefits associated with Remainco Group; provided that if the ownership aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and delivery, such amount shall be paid and delivered to the applicable members of the Held Asset, and Remainco Group within seven (B7) cause such Held Asset to be used or retained as may be reasonably instructed by Sellerdays). (b) intended Section 2.9(e) of the Agreement is hereby amended and restated to be transferred to read as follows: After the Spinco Distribution, Remainco shall, or retained shall cause the other members of its Group and its and any of its respective then-Affiliates to, promptly following the identification (in a reasonable amount of time and in accordance with the ordinary course practices and procedures for processing monies or checks) of any monies or checks that have been received by Remainco (or another member of its Group or its or its respective then-Affiliates) after the Spinco Distribution that are (or represent the proceeds of), in whole or in part, a Spinco Asset (which, for the avoidance of doubt, shall include proceeds of the business conducted by the CompaniesSpinco Group following the Spinco Distribution), their Subsidiaries pay or Buyer pursuant deliver to Spinco (or its designee) such monies or checks that have been received by Remainco (or another member of its Group or its or its respective then-Affiliates) after the Spinco Distribution to the Contemplated Transactions were not transferred at extent they are (or prior represent the proceeds of) a Spinco Asset (it being understood and agreed that any such amounts shall be paid and delivered on a monthly basis, in each case to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all the applicable members of the benefits associated with Spinco Group; provided that if the ownership aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and delivery, such amount shall be paid and delivered to the applicable members of the Omitted Asset, and Spinco Group within seven (B7) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglydays).

Wrong Pockets. To 13.1 If, and to the extent that, during the twelve (12) months following the Closing, Buyer or Seller discovers after Completion it is established that any Transferred Assetsrights, obligations, assets, liabilities or claim (excluding any Non-Wrong Pockets Item) (or part thereof) which: (a) are within the Whirlpool Agreed Perimeter are, following Completion, held by a member of the Whirlpool Group; or (b) are within the Ardutch Agreed Perimeter are, following Completion, held by a member of the Ardutch Group, (each such entity holding such rights, obligations, assets, liabilities or claim referred to in this Clause 13.1 as the “Seller Group Holder”) and which are not intended made available to be transferred to a Group Company, or retained assumed by the Companiesa Group Company, their Subsidiaries or Buyer from Completion pursuant to the Contemplated Transactions were transferred at Commercial Agreements save for pursuant to a general sweeper provision of any such Commercial Agreement (each such right, obligation, asset, liability or prior to Closing or otherwise retained (each, claim being a “Held AssetSeller Wrong Pockets Item”) then Whirlpool shall (where the Seller Group Holder is a member of the Whirlpool Group) or Ardutch shall (where the Seller Group Holder is a member of the Ardutch Group): (i) procure that the Seller Group Holder shall execute all such agreements or documents as may be necessary for the purpose of transferring the relevant Seller Wrong Pockets Item (or part thereof) held by the Seller Group Holder to a member of the Buyer Group nominated by the Buyer (referred to in this Clause 13.1 as the “Buyer Group Recipient”); and (ii) use reasonable endeavours to do all such further acts or things as may be necessary to validly effect the transfer and vest the relevant interest in the Seller Wrong Pockets Item (or part thereof) in the Buyer Group Recipient and the Buyer shall procure that the Buyer Group Recipient accepts the transfer of such Seller Wrong Pockets Item and, where necessary, makes a payment (or additional payment) that is required to be made to the Seller Group Holder necessary to ensure that the transfer is lawful and the relevant Seller shall procure that the Seller Group Holder shall indemnify (on a euro for euro basis) the Buyer Group Recipient for the equivalent amount (and if no consideration is required to make the transfer lawful, the transfer shall be made for nil consideration and without any liability for the Buyer Group Recipient), provided that if any third-party consent or approval is required for the transfer of such Seller Wrong Pockets Item to be effective or lawful then: (A) the relevant Seller shall, and shall procure that the Seller Group Holder shall, use reasonable endeavours to obtain that consent or approval as soon as reasonably practicable; and (B) pending such consent or approval being given, the relevant Seller shall ensure that the Seller Group Holder shall, where permitted by the terms on which the Seller Group Holder has the right to and responsibility for such Seller Wrong Pockets Item and hold the Seller Wrong Pockets Item (or part thereof), and any monies, goods or other benefits or obligations arising after Completion by virtue of it, as agent of and trustee for the Buyer Group Recipient and allow the Buyer Group Recipient to have full enjoyment and use of, and responsibility for, such Seller Wrong Pockets Item. 13.2 Subject to Clause 13.4, if, and to the extent that, after Completion it is established that any rights, obligations, assets, liabilities or claim (excluding any Non-Wrong Pockets Item) (or part thereof) which are not within the Agreed Perimeter are, following Completion, held by a member of the Buyer Group (referred to in this Clause 13.2 as the “Target Group Holder”), save for pursuant to the Commercial Agreements (such right, obligation, asset, liability or claim being a “Target Group Wrong Pockets Item”), then the Buyer shall: (a) procure that the Target Group Holder shall execute all such agreements or documents as may be necessary for the purpose of transferring the relevant interest in the Target Group Wrong Pockets Item (or part thereof) held by the Target Group Holder to a member of the Ardutch Group nominated by Xxxxxxx (if such asset was contributed by Ardutch) or the Whirlpool Group nominated by Whirlpool (if such asset was contributed by Whirlpool) (referred to in this Clause 13.2 as the “Seller Group Recipient”); and (b) use reasonable endeavours to do all such further acts or things as may be necessary to validly effect the transfer and vest the relevant interest in the Target Group Wrong Pockets Item (or part thereof) in the Seller Group Recipient and the relevant Seller shall procure that the Seller Group Recipient accepts the transfer of such Target Group Wrong Pockets Item and, where necessary, makes a payment (or additional payment) that is required to be made to the Target Group Holder necessary to ensure that the transfer is lawful and the Buyer shall procure that the Target Group Holder shall indemnify (on a euro-for-euro basis) the Seller Group Recipient for the equivalent amount (and if no consideration is required to make the transfer lawful, the transfer shall be made for nil consideration and without any liability for the Seller Group Recipient), provided that if any third party consent or approval is required for the transfer of such Target Group Wrong Pockets Item to be effective or lawful then: (i) the Buyer shall, and shall cause its Affiliates procure that the Target Group Holder shall, use reasonable endeavours to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller obtain that consent or its designated assignee, and approval as soon as reasonably practicable; and (ii) pending such transferconsent or approval being given, the Buyer shall ensure that the Target Group Holder shall, where permitted by the terms on which the Target Group Holder has the right to and responsibility for such Target Group Wrong Pockets Item (A) hold in trust or part thereof), and any monies, goods or other benefits or obligations arising after Completion by virtue of it, as agent of and trustee for the Seller Group Recipient and allow the Seller Group Recipient to have full enjoyment and use of, and responsibility for, such Held Asset and provide Target Group Wrong Pockets Item. 13.3 All costs relating to Seller or its designated assignee all the transfer of the benefits associated with relevant interest in any asset under Clauses 13.1, 13.2 or 13.4 (including any Taxation and any third party consent or approval fees, costs and expenses) shall be borne by the ownership relevant Seller. 13.4 If at any time after Completion, any of the Held parties identifies an asset which is not within the Agreed Perimeter and is not a Whirlpool Excluded Asset or a Ardutch Excluded Asset, but which is being used or is relied upon by one or more members of the Ardutch Group or the Whirlpool Group and one or more members of the Buyer Group (and where the use of such asset: (a) cannot be addressed as an Omitted Service under the Whirlpool Transitional Services Agreement; and (Bb) cause is not the subject of any of the other Commercial Agreements) (a “Shared Asset”): (a) to the extent such Held asset can reasonably be separated without material cost or disruption and divided between the parties: (i) if that Shared Asset is held by a member of the Ardutch Group or the Whirlpool Group, Ardutch (in respect of a Shared Asset held by a member of the Ardutch Group) or Whirlpool (in respect of a Shared Asset held by a member of the Whirlpool Group) shall procure that the Shared Asset is so separated and the relevant part, together with any obligations or liabilities relating to be used it, is transferred to the member of the Buyer Group nominated by the Buyer; and (ii) if that Shared Asset is held by a member of the Buyer Group, the Buyer shall procure that the Shared Asset is so separated and the relevant part, together with any obligations or retained liabilities relating to it, is transferred to the member of the Ardutch Group or Whirlpool Group (as may be reasonably instructed applicable) nominated by the relevant Seller.; and (b) intended unless and until such time as the Shared Asset is separated in accordance with Clause 13.4(a) or if such asset cannot reasonably be separated without material cost or disruption and divided between the parties, Ardutch shall procure that the relevant member of the Ardutch Group (in the case of an asset held by a member of the Ardutch Group or the Buyer Group) or Whirlpool ((in the case of an asset held by a member of the Whirlpool Group) and the Buyer shall use reasonable endeavours to procure that the relevant member of the Ardutch Group or the Whirlpool Group (as applicable) (in the case of an asset held by a member of the Buyer Group) or the relevant member of the Buyer Group (in the case of an asset held by a member of the Ardutch Group or the Whirlpool Group), is licenced or otherwise has the right to use the Shared Asset until such separation occurs at no additional cost (which shall include using reasonable endeavours to procure any relevant permissions, consents, agreements or authorizations required from a third party). 13.5 Notwithstanding anything in Schedule 4 to the contrary in the event that, prior to the date falling six months after Completion, any member of the Whirlpool Group, the Ardutch Group or the Buyer Group discovers that, or it is found or asserted that following Completion: (i) any Whirlpool In-Scope Employees continue to be transferred employed with the Whirlpool Group after Completion (a “Whirlpool Wrong Pocket Employee”); (ii) any Ardutch In-Scope Employees continue to be employed with the Ardutch Group after Completion (a “Ardutch Wrong Pocket Employee”); (iii) any Whirlpool Excluded Employee is employed by a member of the Whirlpool Europe Group after Completion (a “Whirlpool Excluded Wrong Pocket Employee”); or retained (iv) any Ardutch Excluded Employee is employed by a member of the CompaniesBuyer Group (a “Ardutch Excluded Wrong Pocket Employee”) after Completion (each being a “Wrong Pocket Employee”, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an employing entity being the “Omitted AssetWrong Pocket Employer” and the entity which should be employing the Wrong Pocket Employee being the “Rightful Employer”), Seller shall, and the discovering party shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of notify the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglyrespective other party without undue delay.

Wrong Pockets. To the extent that, during the twelve two (12) months 2)-year period following the ClosingClosing Date, Buyer Purchaser, the Transferred Companies, Parent or Seller discovers that any Transferred Assets: of their respective Affiliates discover (a) any asset (other than Excluded IP) or liability owned or held by Parent or its controlled Affiliates that was not intended to be transferred to owned or retained held by the CompaniesTransferred Companies at the Closing but was primarily used in the Business, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer Parent shall, and shall cause its controlled Affiliates to (i) to, promptly assign and transfer all right, title and interest in such Held Asset to Seller assets or liabilities owned or held by Parent or its controlled Affiliates to the Transferred Companies or a designated assigneeassignee and the Transferred Companies and Purchaser shall promptly assume any such liabilities, for no additional consideration, and (ii) pending in the case any such transferasset or liability requires notice or approval in connection with the transfer of such asset or liability, (A) Parent or its controlled Affiliates, as applicable, shall use reasonable best efforts to make or obtain such notice or approval and hold such assets in trust for the Transferred Companies (to the extent permitted by Law) until such Held Asset and provide time as the required notices or approvals have been made or obtained; provided, that, none of Parent, Purchaser, the Transferred Companies or any of their respective controlled Affiliates shall be required to Seller commence any litigation or its designated assignee all of the benefits associated with the ownership of the Held Assetoffer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party in consideration therewith, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller. (b) intended to be transferred to any asset or retained liability owned or held by Purchaser or the Transferred Companies or any of their respective controlled Affiliates that was owned or held by the CompaniesTransferred Companies at the Closing but was primarily used in the business of Parent and its controlled Affiliates other than the Business, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, Purchaser shall and shall cause its the Transferred Companies and their respective controlled Affiliates to (i) to, promptly assign and transfer all right, title and interest in any such Omitted Asset asset or liability owned or held by Purchaser, the Transferred Companies or their respective controlled Affiliates to Buyer Parent or its designated assignee, and (ii) pending Parent shall promptly assume any such transferliabilities, (A) for no additional consideration, and in the case any such asset or liability requires notice or approval in connection with the transfer of such asset or liability, Purchaser or its controlled Affiliate(s), as applicable, shall use reasonable best efforts to make or obtain such notice or approval and hold such assets in trust such Omitted Asset and provide for Parent (to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law) until such time as the required notices or approvals have been made or obtained; provided, for Tax purposesthat, none of Parent, Purchaser, the Transferred Companies or any Held Asset of their respective controlled Affiliates shall be considered required to have never been transferred, commence any Omitted Asset shall be considered litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to have been transferred as of the Closing, and any third party in either case the Allocation Schedule shall be adjusted accordinglyconsideration therewith.

Wrong Pockets. To the extent that(a) If, during the twelve (12) months following after the Closing, Buyer or Seller discovers identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shall, or shall cause one of the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Transferred Assets:Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) not intended On and after the Closing Date, Seller will afford promptly to be transferred Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or retained by the Companies, their Subsidiaries or Buyer pursuant litigation relating to the Contemplated Transactions were transferred at Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or prior operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to Closing make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or otherwise retained (each, a “Held Asset”), Buyer shall, and accountants. The foregoing shall cause not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) promptly assign and transfer all right, title and interest in such Held Asset to the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its designated assigneeAffiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, and (ii) pending the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such transfer, waiver) or (Aiii) hold in trust such Held Asset and provide the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to Seller the accuracy or its designated assignee all completeness of the benefits associated with the ownership of the Held Assetany information provided pursuant to this Section 7.06(b), and (B) cause Buyer may not rely on the accuracy or completeness of such Held Asset to be used or retained information, in each case other than as may be reasonably instructed by expressly set forth in Seller’s representations and warranties set forth in Article 3. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordingly.

Wrong Pockets. To 21.1 Save as otherwise provided in this Agreement, the Parties shall procure that to the extent that, during the twelve (12) months following the Closing, Buyer or Seller discovers that any Transferred Assets: asset (a) tangible or intangible), obligation or liability which was not intended agreed to be transferred to or retained by the Companies, their Subsidiaries or Buyer a Party (a "Transferee") pursuant to this Agreement is, however, acquired by a Transferee under this Agreement (directly or indirectly) at the Contemplated Transactions were transferred at First Carve-out Completion Date or prior to Closing the Second Carve-out Completion Date (or otherwise retained (each, a “Held Asset”otherwise), Buyer shallthe Transferee covenants to procure that any such asset, and shall cause its Affiliates obligation or liability is promptly transferred back to the Party which transferred such asset, obligation or liability to the Transferee (ia "Transferor") promptly assign and transfer all right(or to such Affiliate of Transferor as Transferor may nominate in writing to the Transferee) for no consideration and, title and interest to the extent permitted, is held in such Held Asset to Seller or its designated assignee, and (ii) trust for the Transferor pending such transfer, (A) hold . The Parties shall procure that the Transferee shall do or procure the doing of all such acts and/or execute or procure the execution of all such documents in trust a form reasonably satisfactory to Transferor to effect such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Sellertransfer. 21.2 Save as otherwise provided in this Agreement, to the extent that any asset (b) intended tangible or intangible), obligation or liability owned by a Transferor which is exclusively related to the Brand Operations Assets or was otherwise agreed to be transferred to or retained the Brand Operations Entities pursuant to this Agreement, but was not, for whatever reason, acquired by the CompaniesBrand Operations Entities under this Agreement (directly or indirectly) at the First Carve-out Completion Date or the Second Carve-out Completion Date (or otherwise), their Subsidiaries the Parties shall procure that any such asset, obligation or Buyer pursuant liability is promptly transferred to the Contemplated Transactions were not transferred at Brand Operations Entities (or prior to Closing or otherwise retained (eachsuch other member of the Brand Operations Entities group as the Brand Operations Entities may nominate in writing to Transferor) for no consideration and, an “Omitted Asset”)to the extent permitted, Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest is held in such Omitted Asset to Buyer or its designated assignee, and (ii) trust for the Brand Operations Entities pending such transfer, (A) hold . The Parties shall do or procure the doing of all such acts and/or execute or procure the execution of all such documents in trust a form reasonably satisfactory to the Parties to effect such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglytransfer.

Wrong Pockets. To the extent that, during the twelve (12) months following From and after the Closing, Buyer or Seller discovers that any Transferred Assets: (a) If either the Purchaser or the Seller becomes aware that any of the Transferred Assets have not intended to be been transferred to the Purchaser or retained by that any of the Companies, their Subsidiaries or Buyer pursuant Excluded Assets have been transferred to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained Purchaser (eacheach such asset, a “Held Asset”), Buyer it shall promptly notify the other Party in writing and the Parties shall, as soon as reasonably practicable, ensure that such Held Asset is assigned and shall cause its Affiliates to transferred (i) promptly assign and transfer with all rightrights, title and interest in such Held Asset), with any necessary prior Third Party consent or approval, to (i) the Purchaser, in the case of any Transferred Asset which was not transferred to Seller the Purchaser at the Closing; or its designated assignee, and (ii) pending the Seller, in the case of any Excluded Asset which was transferred to the Purchaser at the Closing, in all cases without delivery of any [**] therefor. Pending such transfer, the Purchaser or the Seller (as applicable) shall (A) hold in trust or similar arrangement such Held Asset and provide to the Purchaser or the Seller (as applicable) or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Sellerthe Purchaser of the Seller (as applicable); provided, that neither Party or any of its respective Affiliates shall be obligated to pay (or cause to be paid) (x) fees, costs or expenses in connection with such arrangements (other than immaterial administrative or legal costs and expenses) or (y) any [**] with respect to such arrangements. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), The Seller shall, and or shall cause its applicable Affiliates to, promptly forward to the Purchaser (i) promptly assign and transfer all right, title and interest in such Omitted Asset any payment which per the terms of this Agreement belongs to Buyer the Purchaser or one of its designated assignee, Affiliates that is received by the Seller or one of its Affiliates after the Closing and (ii) pending such transfercopies of any communications received by the Seller or one of its Affiliates after the Closing from a customer or other business partner to the extent related to the Transferred Assets. (c) The Purchaser shall, or shall cause its applicable Affiliates to, promptly forward to the Seller (Ai) hold in trust such Omitted Asset and provide any payment which per the terms of this Agreement belongs to Buyer the Seller or one of its designated assignee all Affiliates that is received by the Purchaser or one of its Affiliates after the benefits associated with the ownership of the Omitted Asset, Closing and (Bii) cause such Omitted Asset copies of any communications received by the Purchaser or one of its Affiliates after the Closing from a customer or other business partner to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered related to have never been transferred, any Omitted Asset shall be considered to have been transferred as the Seller or one of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglyits Affiliates.

Wrong Pockets. To If, after the extent thatDistribution, during the twelve (12) months following the Closing, Buyer or Seller discovers Parties agree that any Transferred Assets: (a) an employee was not intended to be assigned and transferred to or retained by a member of the CompaniesOutdoor Products Group and who, their Subsidiaries or Buyer pursuant had the Parties given specific consideration to such individual prior to the Contemplated Transactions were Distribution, would have otherwise been so transferred at or prior to Closing the Distribution Date, the Parties shall use their reasonable best efforts to effect such transfer as promptly as reasonably practicable and (b) an employee was assigned and transferred to a member of the Outdoor Products Group and who, had the Parties given specific consideration to such individual prior to the Distribution would not have otherwise been assigned to a member of the Outdoor Products Group or otherwise retained transferred prior to the Distribution Date (eacheach such employee, a “Held AssetWrong Pockets Employee”), Buyer shallthe Parties shall use their reasonable best efforts to effect such transfer (including through a termination and rehire) to a member of the Vista Outdoor Group as promptly as reasonably practicable. Any transfer pursuant to this Section 2.02 shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution and such person were an Outdoor Products Employee or Vista Outdoor Employee, and shall cause its Affiliates to as applicable, except (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, as otherwise required by applicable Law and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all for purposes of any Liabilities incurred under a Welfare Plan of the benefits associated with the ownership Transferor Group. In furtherance of the Held Assetforegoing, the Group to which such Wrong Pockets Employee is transferred shall reimburse, indemnify and hold harmless the Group from which such Wrong Pockets Employee is transferred (Bthe “Transferor Group”) cause such Held Asset to be used against all Employee Costs suffered or retained as may be reasonably instructed by Seller. (b) intended to be transferred to or retained incurred by the Companies, their Subsidiaries or Buyer pursuant to Transferor Group in respect of such Wrong Pockets Employee. Any dispute arising under this Section 2.02 shall be resolved in the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest manner set forth in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all Section 11.01 of the benefits associated with Transition Services Agreement, mutatis mutandis; provided that any such Disputes (as defined in the ownership of the Omitted Asset, and (BTransition Services Agreement) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall instead be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as by a representative designated by the Party for purposes of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglyresolving such Dispute.

Wrong Pockets. To 11.1 All payments equal or above EUR [REDACTED] in the extent thataggregate from Third Parties which are mistakenly received by the Seller or any other member of the Seller Group on or after Closing and in respect of the period on or after Closing and which relate to the Business sold, during or any of the twelve Business Assets transferred, pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over to the Purchaser (12or to such other member of the Purchaser's Group as the Purchaser may nominate) months following the Closingand, Buyer pending such payment, shall be held on trust (or Seller discovers that any Transferred Assets: (a) not intended procured to be transferred to or retained held on trust) by the Companies, their Subsidiaries Seller or Buyer pursuant the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 All payments equal or above EUR [REDACTED] in the Contemplated Transactions were transferred at aggregate from Third Parties which are mistakenly received by the Purchaser or prior to by any other member of the Purchaser's Group on or after Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates which relate to (i) promptly assign and transfer all right, title and interest in such Held Asset to any assets or liabilities of the Seller Group which did not form part of the Business Assets or its designated assignee, and the Assumed Liabilities or (ii) which relates to the operation of the Business prior to the Closing shall be promptly paid in accordance with Clause 11.3 to the Seller (or to such other member of the Seller's Group as the Seller may nominate) and, pending such transferpayment, shall be held on trust (Aor procured to be held on trust) hold in trust such Held Asset and provide to Seller by the Purchaser or its designated assignee all the applicable member of the benefits associated with Purchaser's Group for the ownership Seller (or such other member of the Held Asset, and (B) cause such Held Asset Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to be used or retained as may be reasonably instructed by Sellerthose set out in Clause 17.2. (b) intended to 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be transferred to or retained made paid by the Companies, their Subsidiaries or Buyer pursuant to relevant Party at the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all start of the benefits associated with the ownership month following expiry of sixty (60) calendar days from date of receipt of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglyrelevant quarterly invoice.

Wrong Pockets. To the extent thatIf, during the twelve (12) months following the Closing, Buyer either Buyer, on the one hand, or Seller discovers the Sellers, on the other hand, becomes aware that any Transferred Assets: (a) not intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used Acquired Assets or retained as may be reasonably instructed by Seller. (b) intended to be Assumed Liabilities has not been transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide Affiliate or that any of the Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate (other than as contemplated in the Transaction Documents), Buyer or the Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to (a) Buyer or its applicable Affiliate, in the case of any Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (b) the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree that, after the Closing Date, (x) if Buyer or any of its Affiliates receives any payment in respect of any Accounts Receivable, Buyer shall hold and shall promptly transfer and deliver such payment to the Sellers (to an account designated assignee by the Sellers), from time to time as and when received by Buyer and in the currency received, and Buyer shall account to the Sellers for all of the benefits associated with the ownership of the Omitted Assetsuch receipts, and (By) cause Buyer shall promptly deliver to the Sellers any invoice Buyer or any of its Affiliates receives in respect of any Accounts Payable and the Sellers shall promptly pay such Omitted Asset to be used or retained as may be reasonably instructed by BuyerAccount Payable in full. To Without limiting the extent permitted by applicable Lawforegoing, for Tax purposesthe Sellers agree that, after the Closing Date, if any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the ClosingSellers or their Affiliates receive any payment in respect of any Acquired Assets, the applicable Seller (or Affiliate) shall hold and shall promptly transfer and deliver such payment to the Buyer as and when received by such Seller and in the currency received, and in either case the Allocation Schedule Sellers shall be adjusted accordinglyaccount to the Buyer for all such receipts.

Wrong Pockets. To (a) If, for any reason after the extent thatClosing, during Buyer is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Buyer shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume, pay or perform (without further consideration) any liabilities or obligations associated with such Excluded Assets or Excluded Liabilities; and (iii) Buyer and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the twelve transfer of such Excluded Asset or Excluded Liability back to Seller. (12b) months following If, after the Closing, Buyer or Seller discovers becomes aware that any Transferred Assets: Purchased Asset or Assumed Liability has not been transferred or delivered to, or assumed by, Buyer or its Affiliates, (ai) not intended Seller shall promptly take such steps as may be required to transfer and deliver, or cause to be transferred and delivered, such Purchased Asset or Assumed Liability to Buyer, at no additional charge to Buyer, (ii) Buyer shall accept such Purchased Asset or retained by assume such Assumed Liability, as the Companiescase may be, their Subsidiaries and (iii) Seller and Buyer shall execute such documents or Buyer instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability to Buyer. DM3\7875356.18 (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other party or any of its Affiliates pursuant to the Contemplated Transactions were transferred at terms of this Agreement or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all any of the benefits associated with other Transaction Documents, then the ownership party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that, notwithstanding anything contained in this Agreement or any of the Held Assetother Transaction Documents, there is no right of offset regarding such payments and (B) cause a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under this Agreement or any of the other Transaction Documents. If, after the Closing Date, either party hereto shall receive any invoice from a third party with respect to any accounts payable of the other party, then the party receiving such Held Asset to be used or retained as may be reasonably instructed by Seller. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant invoice shall promptly deliver such invoice to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglyproper party.

Wrong Pockets. To the extent that(b) If, during the twelve (12) months following after the Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or Purchaser reasonably determines that any tangible or intangible asset that should not have been transferred to Purchaser pursuant to this Agreement has been transferred to Purchaser or (ii) Seller or Purchaser reasonably determines that any tangible or intangible asset that should have been transferred to Purchaser pursuant to this Agreement (including by reason of the fact that such asset is used exclusively in the Business, or in the event that the failure to transfer such asset to Purchaser resulted in or would reasonably be expected to result in a breach of the representations and warranties set forth in Section 4.9(a)), has not been transferred to Purchaser, Purchaser and Seller shall consult with one another in good faith and reasonably cooperate to determine if such asset is held by the wrong Party and, if so determined, to effect the transfer of such asset to the appropriate Party or its designated assigneedesignee as soon as practicable and for no additional consideration. (c) If and solely to the extent that any Software or Intellectual Property (excluding Trademarks) owned by a Seller or any Affiliate of a Seller as of the Closing (i) was used in any product or service of, or in the conduct of, the Business and (ii) pending would be infringed, misappropriated, or otherwise violated by the continued use or other commercial exploitation of such transfer, (A) hold in trust such Held Asset and provide to Seller product or its designated assignee all service or the continued conduct of the benefits associated with Business in (1) the ownership same manner as used, exploited or conducted by Seller immediately prior to Closing, or (2) the reasonable expansion of the Held AssetBusiness hereafter, then Seller, on behalf of itself and its Affiliates and its and their successors and assigns, hereby agrees not to, initiate, institute, commence, file, maintain or prosecute any action, lawsuit, proceeding or other claim of any kind against Purchaser, its Affiliates, any of its or their successors or assigns, or any of its or their sublicensees, suppliers, manufacturers, distributors, resellers, contractors, consultants and customers, with respect to use of such Software or Intellectual Property (excluding Trademarks) in connection with, and (B) to the extent it relates to, the Business, or assist or cause such Held Asset any third party to be used or retained as may be reasonably instructed by Sellerdo any of the foregoing. (bd) intended to Any dispute between the Parties regarding whether any Intellectual Property should be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as licensed under this Section 9.8 may be reasonably instructed brought by Buyerany Party in a court of competent jurisdiction in accordance with Section 13.6. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordingly.49

Wrong Pockets. To the extent that11.1 All payments, during the twelve (12) months following the Closing, Buyer rebates or Seller discovers that any Transferred Assets: (a) not intended to be transferred to or retained other items from third parties which are received by the Companies, their Subsidiaries Seller or Buyer pursuant to any other member of the Contemplated Transactions were transferred at Aspen Group on or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, after Completion and shall cause its Affiliates which relate to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, the period after the Completion time; and (ii) the Commercialisation Business sold or any of the Commercialisation Business Assets transferred pursuant to this Agreement shall be promptly paid over (and in any event within twenty (20) Business Days of such receipt) to the Purchaser (or to such other member of the Purchaser’s Group as the Purchaser may nominate) and, pending such transferpayment, (A) hold shall be held in trust such Held Asset and provide (or procured to be held in trust) by the Seller or its designated assignee all the applicable member of the benefits associated with Aspen Group for the ownership Purchaser (or such other member of the Held Asset, and (B) cause such Held Asset to be used or retained Purchaser’s Group as the Purchaser may be reasonably instructed by Sellernominate). (b) intended to be transferred to 11.2 All payments, rebates or retained other items from third parties which are received by the Companies, their Subsidiaries Purchaser or Buyer pursuant to by any other member of the Contemplated Transactions were not transferred at Purchaser’s Group on or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, after Completion and shall cause its Affiliates which relate to (i) promptly assign one or more of the remaining businesses or assets of the Aspen Group or (ii) any assets or liabilities of the Aspen Group which did not form part of the Commercialisation Business Assets or the Assumed Liabilities transferred or assumed pursuant to this Agreement (including (i) notwithstanding the provisions of Clauses 17.1 and transfer all right17.2 any money, title and interest rebates or items received by any member of the Purchaser’s Group in such Omitted Asset to Buyer or its designated assignee, respect of the Receivables; and (ii) any money, rebates or items received by any member of the Purchaser’s Group pursuant to a Commercialisation Business Contract or Shared Commercialisation Business Contract to the extent such money, rebates or items relate to the period prior to the Completion Time) shall be promptly paid over (and in any event within twenty (20) Business Days of such receipt) to the Seller (or to such other member of the Aspen Group as the Seller may nominate) and, pending such transferpayment, (A) hold shall be held in trust such Omitted Asset and provide (or procured to Buyer be held in trust) by the Purchaser or its designated assignee all the applicable member of the benefits associated Purchaser’s Group for the Seller (or such other member of the Aspen Group as the Seller may nominate). 11.3 If the legal title to or the beneficial interest in any asset or liability: A. which is not exclusively used in or exclusively relating to the Commercialisation Business; and B. which is used in or relating to the Aspen Business and which is required in connection with or for use in such Aspen Business, is transferred to or vested in the Purchaser or any member of the Purchaser’s Group with the ownership Commercialisation Business Assets or Assumed Liabilities, the Purchaser or that member of the Omitted AssetPurchaser’s Group (as the case may be) shall be deemed to hold the asset or liability (a “Required Asset or Liability”) on trust and as bailee for the Seller or any member of the Aspen Group (as the case may be) and the Purchaser or that member of the Purchaser’s Group shall, at the Seller’s request, as soon as practicable and (B) cause on terms that no consideration is provided by any Person for such Omitted Asset to be used transfer: C. execute all such deeds or retained documents as may be necessary for the purpose of transferring (free of any Encumbrance created on or after Completion) the relevant interest in such Required Asset or Liability to the Seller or as it may direct; and D. do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Seller (for itself or any member of the Aspen Group) may reasonably instructed by Buyer. To request for the extent permitted by applicable Lawpurpose of vesting the relevant interest in such Required Asset or Liability in the Seller or any member of the Aspen Group as the case may be. 11.4 The Purchaser shall notify the Seller forthwith upon it coming to its attention that there are any Required Asset or Liability in its possession or control or that of any member of the Purchaser’s Group. 11.5 If the legal title to or the beneficial interest in any asset or liability: A. which is used exclusively in or relates exclusively to the Commercialisation Business; and B. which is not an Excluded Asset or an Excluded Liability or used in or does not relate to the Aspen Business and which is not required in connection with or for use in such Aspen Business, for Tax purposesremains vested in the Seller or any member of the Aspen Group after Completion, any Held Asset the Seller or that member of the Aspen Group (as the case may be) shall be considered deemed to have never been transferredhold the asset or liability (a “Missing Asset or Liability”) on trust and as bailee for the Purchaser, and the Seller or that member of the Aspen Group (as the case may be) shall, at the Purchaser’s request, as soon as practicable and on terms that no consideration is provided by any Omitted Person for such transfer: C. execute all such deeds or documents as may be necessary for the purpose of transferring (free of any Encumbrance created after Completion the relevant interest in the Missing Asset or Liability to the Purchaser or as it may direct; and D. do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Purchaser may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in the Purchaser or as the Purchaser may direct. 11.6 The Seller shall notify the Purchaser forthwith upon it coming to its attention that there is any Missing Asset or Liability in its possession or control or that of any member of the Aspen Group. 11.7 Any asset transferred to the Seller or to any other member of the Aspen Group pursuant to this Clause 11 shall be considered transferred for nil consideration. 11.8 Any asset transferred to have been transferred as the Purchaser or to any other member of the Closing, and in either case the Allocation Schedule Purchaser’s Group pursuant to this Clause 11 shall be adjusted accordinglytransferred for nil consideration.

Wrong Pockets. To 14.1 Without limiting sub-Clause 17.6(B)(i) or sub-Clause 17.7(C), all payments from third parties which are received by the Seller or any other member of the GSK Group on or after Completion, to the extent thatto which they relate to the Business sold, during or any of the twelve Business Assets transferred, pursuant to this Agreement and which do not constitute Excluded Assets shall be promptly paid over (12and in any event within 10 Business Days of such receipt) months following to the ClosingPurchaser (or to such other member of the Purchaser’s Group as the Purchaser may nominate) and, Buyer pending such payment, shall be held in trust (or Seller discovers that any Transferred Assets: (a) not intended procured to be transferred to or retained held in trust) by the CompaniesSeller or the applicable member of the GSK Group for the Purchaser (or such other member of the Purchaser’s Group as the Purchaser may nominate). 14.2 All payments from third parties which are received by the Purchaser or by any other member of the Purchaser’s Group on or after Completion, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior extent to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates which they relate to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller one or its designated assignee, and more of the remaining businesses or assets of the GSK Group or (ii) any assets or liabilities of the GSK Group which did not form part of the Business Assets or the Assumed Liabilities (including, notwithstanding the provisions of Clauses 21.1 and 21.2, any money or items received by any member of the Purchaser’s Group in respect of the Receivables or which constitute Excluded Assets) shall be promptly paid over (and in any event within 10 Business Days of such receipt) to the Seller (or to such other member of the GSK Group as the Seller may nominate) and, pending such transferpayment, (A) hold shall be held in trust such Held Asset and provide (or procured to Seller be held in trust) by the Purchaser or its designated assignee all the applicable member of the benefits associated with Purchaser’s Group for the ownership Seller (or such other member of the Held AssetGSK Group as the Seller may nominate). 14.3 Without prejudice to any other provision of this Agreement, and (B) cause such Held Asset the parties agree that they do not intend for members of the Purchaser’s Group after Completion to be vested with, or otherwise to have under their possession or control, any property or asset (tangible or intangible and including any rights pursuant to any contracts, arrangements and undertakings including, without limitation, any licences of Intellectual Property or know-how, but otherwise excluding Intellectual Property and know-how) which was, in the twenty-four (24) months prior to the Completion Date, used or retained as may be reasonably instructed by Sellera member of the GSK Group other than exclusively in relation to the Business (“Non-Business Assets”). (b) intended 14.4 Without prejudice to be transferred to any restriction or retained by limitation on the Companies, their Subsidiaries extent of any party’s obligations under this Agreement or Buyer pursuant to the Contemplated Transactions were not transferred at or prior provisions of Clause 26, if, after Completion, any party to Closing this Agreement shall become aware that any Non-Business Asset is vested in, or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer under the possession or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all control of any member of the benefits associated with Purchaser’s Group, then the ownership transfer of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held that Non-Business Asset shall be considered regarded as void ab initio and the Purchaser shall, or shall procure that any other relevant member of the Purchaser’s Group will, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to have never been transferredthe Seller to vest such property or asset in, and transfer the possession and control of the same to, the Seller or a company nominated by the Seller as soon as reasonably practicable after so becoming aware. 14.5 Any property or asset transferred to the Seller or to any Omitted Asset other member of the GSK Group pursuant to Clause 14.4 shall be considered transferred for an amount equal to have been transferred as the market value of such property or asset, which amount shall be paid by the Seller (on behalf of the Closingrelevant member of the GSK Group, as the case may be) to the Purchaser on the date of transfer of the property or asset and, at the same time, an equal and in either case the Allocation Schedule upwards adjustment shall be adjusted accordinglymade by the Purchaser to the Seller as an adjustment to the consideration payable by the Purchaser under this Agreement and the amounts so payable shall be set off such that no funds shall flow in relation to that payment PROVIDED THAT the Seller shall indemnify the Purchaser (or the relevant member of the Purchaser’s Group, as the case may be) in full in respect of any Tax which the Purchaser (or the relevant member of the Purchaser’s Group, as the case may be) is liable to pay as a result of the transfer and/or the upward adjustment of the consideration which would not otherwise been liable to pay but for the transfer and/or the upward adjustment of the consideration.

Wrong Pockets. To If and to the extent that, during the twelve period expiring 36 months after the First Completion Date, or the Second Completion Date (12as applicable) months following ICI notifies the Closing, Buyer or Seller discovers Purchaser in writing that any Transferred Assetsasset has been transferred by any of the Business Sellers to the Purchaser or any other member of the Purchaser's Group which is not a Business Asset or it is determined that there is any asset which is owned by a Company which was not to a material extent used in the conduct of the Business prior to Completion, then the Purchaser shall do, or procure the doing of, all such things as may reasonably be required by ICI to retransfer (or, in the case of any such asset owned by a Company, to transfer) any such asset to the relevant Business Seller or as ICI shall otherwise direct provided always that: (a) not intended to be transferred to or retained by where account was taken of the Companiesrelevant asset in the preparation of the Net Asset Statement, their Subsidiaries or Buyer pursuant ICI shall pay to the Contemplated Transactions were transferred Purchaser a sum equal to the amount so provided for in the Net Asset Statement together with interest at the Agreed Rate calculated from the First Completion Date to the date of re-transfer (or prior to Closing or otherwise retained (each, a “Held Asset”transfer), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller.; (b) intended subject to sub-clause 20.3(c), where no account was taken of the relevant asset in the preparation of the Net Asset Statement, ICI shall not be transferred liable to or retained by pay any sum in respect of the Companies, their Subsidiaries or Buyer pursuant relevant asset to the Contemplated Transactions were not transferred at Purchaser; (c) where the Purchaser has in relation to any relevant asset incurred additional expense as a result of expenditure made in undertaking improvements to such asset, ICI shall pay to the Purchaser an additional sum equal to the value recorded in the most recent management accounts of the Purchaser (or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to if more recent the audited accounts of the Purchaser) in respect of such asset: (i) promptly assign and transfer all right, title and interest in such Omitted Asset less any sum payable by ICI to Buyer or its designated assignee, and the Purchaser pursuant to sub-clause 20.3(a); or (ii) pending such transferwhere no value was attributed to the relevant asset in the Net Asset Statement, (A) hold in trust such Omitted Asset and provide less a sum equal to Buyer or its designated assignee all the fair market value of the benefits associated with relevant asset as at the ownership First Completion Date, provided that in no circumstances shall the Purchaser be obliged to pay any amount to ICI pursuant to this sub-clause 20.3(c) and provided further that ICI shall be responsible for all costs and expenses incurred by the relevant member of the Omitted Asset, and Purchaser's Group in giving effect to such re-transfer (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglytransfer).

Wrong Pockets. To the extent that, during the twelve (12a) If within nine months following the Closing, Buyer Closing Date it becomes apparent that during the six months prior to the date of this Stock Purchase Agreement a Target Company or Seller discovers that any Transferred AssetsCompany Subsidiary used an asset in connection with the Business which is owned by a member of Parent Group and which is: (ai) not intended subject to a Separation Agreement; (ii) not expressly contemplated to be transferred available to or retained by the Companies, their Subsidiaries or a member of Buyer Group after Closing pursuant to the Contemplated Transactions were transferred at terms of this Stock Purchase Agreement, including Schedule B, or prior to Closing any other Transaction Document; and (iii) exclusively used by the Target Companies or otherwise retained (eachSubsidiary Companies, a “Held Asset”), Buyer shall, and Parent shall cause its Affiliates to (i) promptly assign and procure the transfer of all rightrights, title and interest in and to such Held Asset asset to Seller such Target Company or its designated assignee, Company Subsidiary as Buyers may direct together with any Permits held by any member of Parent Group relating to that asset and (ii) pending such transfer, (A) hold transfer shall be effected without additional consideration except to the extent that the asset should have been reflected in trust Net Working Capital or Net External Indebtedness in which event Sweden Buyer shall pay Parent the amount for such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained asset as may be reasonably instructed by Seller.would have been reflected; (b) intended if within nine months following the Closing Date it becomes apparent that during the six months prior to the date of this Stock Purchase Agreement a member of Parent Group used, other than in connection with the Business, an asset which is owned by a Target Company or Company Subsidiary which is: (i) not subject to a Separation Agreement; (ii) not expressly contemplated to be transferred available to or retained by the Companies, their Subsidiaries or Buyer a member of Parent Group after Closing pursuant to the Contemplated Transactions were not transferred at terms of any Transaction Document; and (iii) exclusively used by Parent Group, U.S. Buyer or prior to Closing or otherwise retained (eachSweden Buyer, an “Omitted Asset”)as applicable, Seller shall, and shall cause its Affiliates to (i) promptly assign and procure the transfer of all rightrights, title and interest in and to such Omitted Asset asset to such member of Parent Group as Parent together with any Permits held by any member of Buyer or its designated assignee, Group relating to that asset and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide transfer shall be effected without additional consideration except to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset that the asset was reflected in Net Working Capital or reflected in Net External Indebtedness in which event Parent shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred reimburse Sweden Buyer such amount as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglyso reflected.

Wrong Pockets. To the extent that, during the twelve 9.1 If at any time following Completion there is any Asset (12which is not a Business Asset) months following the Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended to be which should have been transferred to or retained by the Companies, their Subsidiaries Seller Group but is held or Buyer pursuant to received by a member of the Contemplated Transactions were transferred at or prior to Closing or otherwise retained Purchaser Group (each, a the “Held AssetPurchaser Group Holder”), Buyer the Purchaser shall as soon as reasonably practicable inform Venator of that fact and shall or shall cause such Purchaser Group Holder to promptly, at Venator’s cost: (a) execute and deliver, or procure the execution and delivery of, all instruments, agreements or documents as may be reasonably necessary for the purpose of transferring the relevant interests in such Assets held by such Purchaser Group Holder to Venator or a member of the Seller Group nominated by Xxxxxxx in writing, and Xxxxxxx shall, and shall procure that each relevant member of the Seller Group shall, at Venator’s cost, take all such steps and do all such things as are reasonably necessary to facilitate such transfer; (b) do all such further acts or things as may be reasonably necessary to validly effect such transfer and vest the relevant interest in such Assets in Venator or a member of the Seller Group nominated by Xxxxxxx; (c) ensure that such Purchaser Group Holder shall, where permitted by the terms on which such Purchaser Group Holder has the right to such Asset, hold such Asset and any monies, goods or other benefits arising after Completion by virtue of it, as agent of and trustee for Venator and allow Venator and/or the relevant member of the Seller Group as Venator so nominated to have full enjoyment and use of such Asset, including to grant a license to such effect; and (d) ensure that such Purchaser Group Holder shall promptly on receipt pay or deliver such monies, goods or other benefits to Venator or a member of the Seller Group nominated by Xxxxxxx. For the avoidance of doubt, the rights of Venator under this Clause 9.1 shall be without prejudice to any of its other rights under this Agreement. 9.2 If at any time following Completion there is any Business Asset which should have been transferred to or retained by a Target Group Company but is held or received by a member of the Seller Group (the “Seller Group Holder”), Venator shall as soon as reasonably practicable inform the Purchaser in writing of that fact with sufficient details so as to enable the Purchaser to identify such Asset in concern and shall, and shall cause its Affiliates such Seller Group Holder to promptly, at Venator’s cost: (ia) promptly assign execute and transfer deliver, or procure the execution and delivery of, all rightinstruments, title and interest in such Held Asset to Seller agreements or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained documents as may be reasonably instructed necessary for the purpose of transferring the relevant interests in such Assets held by Seller. (b) intended such Seller Group Holder to be transferred to the Purchaser or retained a member of the Purchaser Group nominated by the CompaniesPurchaser for no additional consideration, their Subsidiaries or Buyer pursuant to and the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller Purchaser shall, and shall cause its Affiliates procure that each relevant member of the Purchaser Group shall, take all such steps and do all such things as are reasonably necessary to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending facilitate such transfer, ; (Ab) hold in trust do all such Omitted Asset and provide to Buyer further acts or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained things as may be reasonably instructed necessary to validly effect such transfer and vest the relevant interest in such Assets in the Purchaser or a member of the Purchaser Group nominated by Buyer. To the extent Purchaser; (c) ensure that such Seller Group Holder shall where permitted by applicable Lawthe terms on which such Seller Group Holder has the right to such Asset, hold such Asset and any monies, goods or other benefits arising after Completion by virtue of it, as agent of and trustee for Tax purposesthe Purchaser and allow the Purchaser and/or the relevant member of the Purchaser Group as the Purchaser so nominated to have full enjoyment and use of such Asset, any Held Asset including to grant a license to such effect; and (d) ensure that such Seller Group Holder shall promptly on receipt pay or deliver such monies, goods or other benefits to the Purchaser or a member of the Purchaser Group nominated by the Purchaser. For the avoidance of doubt, the rights of the Purchaser under this Clause 9.2 shall be considered without prejudice to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglyits other rights under this Agreement.

Wrong Pockets. To If after the extent thatCompletion Date, during ICI notifies the twelve (12) months following the Closing, Buyer or Seller discovers Purchaser in writing that any Transferred Assets:asset has been transferred by any of the Business Sellers (or, in the case of Registered Business IP, by any of the Registered Business IP Owners) to the Purchaser or any other member of the Purchaser’s Group which is not a Business Asset or it is determined that there is any asset which is owned by a Company which was not to a material extent used (or, in the case of Intellectual Property owned by a Company, not used exclusively or predominantly) in the conduct of the Worldwide Business prior to Completion, then the Purchaser shall do, or procure the doing of, all such things as may reasonably be required by ICI to retransfer (or, in the case of any such asset owned by a Company, to transfer) any such asset to the relevant Business Seller (or, in the case of Registered Business, the relevant Registered Business IP Owners) or as ICI shall otherwise direct provided always that: Back to Contents (a) not intended to be transferred to where account was taken of the relevant asset in the preparation of the Working Capital Statement, the Net Debt Adjustment or retained by the CompaniesNet Debt Interest Adjustment, their Subsidiaries or Buyer pursuant ICI shall pay to the Contemplated Transactions were transferred Purchaser a sum equal to the amount so provided for in the Working Capital Statement together with interest at the Agreed Rate calculated from the Completion Date (or, if applicable, the Delayed Completion Date) to the date of re-transfer (or prior to Closing or otherwise retained (each, a “Held Asset”transfer), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller.; (b) intended subject to Clause 20.2(c), where no account was taken of the relevant asset in the preparation of the Working Capital Statement, the Net Debt Adjustment or the Net Debt Interest Adjustment, ICI shall not be transferred liable to or retained by pay any sum in respect of the Companies, their Subsidiaries or Buyer pursuant relevant asset to the Contemplated Transactions were not transferred at Purchaser; and (c) where the Purchaser, Purchasing Company or prior Company has in relation to Closing any relevant asset incurred additional expense as a result of expenditure made in undertaking improvements to such asset, ICI shall pay to the Purchaser (on behalf of the Purchasing Company or otherwise retained Company) an additional sum equal to the value recorded in the most recent management accounts of the Purchaser, Purchasing Company and Company (eachor, an “Omitted Asset”)if more recent, Seller shallthe audited accounts of the Purchaser, and shall cause its Affiliates to Purchasing Company or Company) in respect of such asset: (i) promptly assign and transfer all right, title and interest in such Omitted Asset less any sum payable by ICI to Buyer or its designated assignee, and the Purchaser pursuant to Clause 20.2(a); or (ii) pending such transferwhere no value was attributed to the relevant asset in the Working Capital Statement, (A) hold in trust such Omitted Asset and provide less a sum equal to Buyer or its designated assignee all the fair market value of the benefits associated with relevant asset as at the ownership Completion Date, provided that in no circumstances shall the Purchaser be obliged to pay any amount to ICI pursuant to this Clause 20.2(c) and provided further that ICI shall be responsible for all costs and expenses incurred by the relevant member of the Omitted Asset, and Purchaser’s Group in giving effect to such re-transfer (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, and in either case the Allocation Schedule shall be adjusted accordinglytransfer).

Wrong Pockets. To the extent that, during the twelve (12) months following the Closing, Buyer or Seller discovers that any Transferred Assets: (a) If and to the extent that after the Completion Date any asset has been transferred by any of the Business Sellers to the Purchaser or any other member of the Purchaser's Group which should not intended have been transferred pursuant to, or in order to be give effect to, the provisions of this Agreement or any assets of the Companies which should have transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were Reorganisation or pursuant to or in order to give effect to the provisions of this Back to Contents Agreement have not been transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all the relevant member of the benefits associated with ICI Group, then the ownership of Purchaser shall do, or procure the Held Assetdoing of, and (B) cause all such Held Asset to be used or retained things as may be reasonably instructed required to retransfer (or, in the case of any such assets owned by Sellerthe Companies to transfer) any such asset to the relevant Business Seller or as Ergon shall otherwise direct provided always that Ergon shall be responsible for all costs and expenses incurred by the relevant member of the Purchaser's Group in giving effect to such retransfer (or transfer). (b) intended Notwithstanding Clause 20.2(a) above, if the Purchaser or the Purchaser's Group has spent money in respect of any such assets as are referred to above, the Purchaser and the Purchaser Group shall be promptly reimbursed for such amounts incurred ("Wrong-pocket Costs") in connection with such money invested in connection therewith prior to Ergon's written notice (such notice to contain reasonable details of the basis for Ergon's assertion) that such asset(s) should not have been transferred pursuant to, or in order to give effect to, the provisions of this Agreement or retained by any assets of the Companies, their Subsidiaries or Buyer Companies which should have transferred pursuant to the Contemplated Transactions were Reorganisation or pursuant to or in order to give effect to the provisions of this Agreement have not been transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all the relevant member of the benefits associated with ICI Group provided that nothing in this Clause 20.2(b) shall require Ergon to make a payment to the ownership Purchaser or any member of the Omitted AssetPurchaser's Group unless immediately following such payment, and (B) cause such Omitted Asset to be used the Purchaser or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as relevant member of the Closing, Purchaser's Group shall at the cost and in either case expense of Ergon transfer to Ergon any assets directly resulting from such investment by the Allocation Schedule Purchaser or relevant member of the Purchaser's Group attributable to such payment. Nothing under this Clause 20.2 shall be adjusted accordinglyaffect any Intellectual Property scheduled as assigned to the Purchaser hereunder.

Wrong Pockets. To 14.1 All payments from third parties which are received by the Seller or any other member of the GSK Group on or after Completion, to the extent thatto which they relate to the Business sold, during or any of the twelve Business Assets transferred, pursuant to this Agreement and which do not constitute Excluded Assets shall be promptly paid over (12and in any event within ten (10) months following Business Days of such receipt) to the ClosingPurchaser (or to such other member of the Purchaser’s Group as the Purchaser may nominate) and, Buyer pending such payment, shall be held in trust (or Seller discovers that any Transferred Assets: (a) not intended procured to be transferred to or retained held in trust) by the CompaniesSeller or the applicable member of the GSK Group for the Purchaser (or such other member of the Purchaser’s Group as the Purchaser may nominate). 14.2 All payments from third parties which are received by the Purchaser or by any other member of the Purchaser’s Group on or after Completion, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior extent to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates which they relate to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller one or its designated assignee, and more of the remaining businesses or assets of the GSK Group or (ii) any assets or liabilities of the GSK Group which did not form part of the Business Assets or the Assumed Liabilities (including, notwithstanding the provisions of Clauses 20.1 and 20.2, any money or items received by any member of the Purchaser’s Group in respect of the Receivables or which constitute Excluded Assets) shall be promptly paid over (and in any event within 10 Business Days of such receipt) to the Seller (or to such other member of the GSK Group as the Seller may nominate) and, pending such transferpayment, (A) hold shall be held in trust such Held Asset and provide (or procured to Seller be held in trust) by the Purchaser or its designated assignee all the applicable member of the benefits associated with Purchaser’s Group for the ownership Seller (or such other member of the Held AssetGSK Group as the Seller may nominate). 14.3 Without prejudice to any other provision of this Agreement, and (B) cause such Held Asset the parties agree that they do not intend for members of the Purchaser’s Group after Completion to be vested with, or otherwise to have under their possession or control, any property or asset (tangible or intangible and including any rights pursuant to any contracts, arrangements and undertakings including, without limitation, any licences of Intellectual Property or know-how, but otherwise excluding Intellectual Property and know-how) which was, in the twenty-four (24) months prior to the Completion Date, used or retained as may be reasonably instructed by Sellera member of the GSK Group other than exclusively in relation to the Business (“Non-Business Assets”). (b) intended 14.4 Without prejudice to be transferred to any restriction or retained by limitation on the Companies, their Subsidiaries extent of any party’s obligations under this Agreement or Buyer pursuant to the Contemplated Transactions were not transferred at or prior provisions of Clause 25, if, after Completion, any party to Closing this Agreement shall become aware that any Non-Business Asset is vested in, or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer under the possession or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all control of any member of the benefits associated with Purchaser’s Group, then the ownership transfer of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held that Non-Business Asset shall be considered regarded as void ab initio and the Purchaser shall, or shall procure that any other relevant member of the Purchaser’s Group will, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to have never been transferredthe Seller to vest such property or asset in, and transfer the possession and control of the same to, the Seller or a company nominated by the Seller as soon as reasonably practicable after so becoming aware. 14.5 Any property or asset transferred to the Seller or to any Omitted Asset other member of the GSK Group pursuant to Clause 14.4 shall be considered transferred for an amount equal to have been transferred as the market value of such property or asset, which amount shall be paid by the Seller (on behalf of the Closingrelevant member of the GSK Group, as the case may be) to the Purchaser on the date of transfer of the property or asset and, at the same time, an equal and in either case the Allocation Schedule upwards adjustment shall be adjusted accordinglymade by the Purchaser to the Seller as an adjustment to the consideration payable by the Purchaser under this Agreement and the amounts so payable shall be set off such that no funds shall flow in relation to that payment PROVIDED THAT the Seller shall indemnify the Purchaser (or the relevant member of the Purchaser’s Group, as the case may be) in full in respect of any Tax which the Purchaser (or the relevant member of the Purchaser’s Group, as the case may be) is liable to pay as a result of the transfer and/or the upward adjustment of the consideration and which the Purchaser (or the relevant member of the Purchaser’s Group, as the case may be) would not otherwise been liable to pay but for such transfer and/or the upward adjustment of the consideration.

Wrong Pockets. To If, after the extent thatClosing Date, during Seller or its Affiliates finds that it has retained or received any funds, assets, property or rights that should have been transferred to the twelve Acquired Companies as a result of the Reorganization or otherwise (12) months following the Closing“Other Assets”), Seller shall, or shall cause one of its Affiliates to, remit or transfer any such Other Assets promptly to Buyer or its Affiliate. If, after the Closing Date, Buyer or Seller discovers its Affiliates finds that it has been transferred, or has received, any Transferred Assets: (a) not intended to be transferred to funds, assets, property or rights that should have been retained by the Companies, their Subsidiaries or Buyer pursuant to Retained Business (the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held AssetMisplaced Assets”), Buyer shall, and or shall cause one of its Affiliates to (i) to, remit or transfer any such Misplaced Assets promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all Affiliate. Without limiting the generality of the benefits associated foregoing, with the ownership of the Held respect to any Misplaced Asset or Other Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller. (b) intended to be transferred to or retained by the Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller Parties shall, and shall cause its their respective Affiliates to to, (i) promptly assign execute all such agreements, deeds or other documents as may be necessary for the purposes of transferring, assigning and transfer conveying such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as applicable, or the relevant interests in them to the other Party, (ii) obtain all rightconsents from Persons necessary or appropriate for the purposes of transferring, title assigning, and conveying such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as applicable or the relevant interests in them to the other Party, (iii) 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 Other Assets (or part thereof), as applicable, or the relevant interests in them to the other Party, (iv) hold such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as applicable, or relevant interest in such Omitted Asset to Buyer Misplaced Assets or its designated assigneeOther Assets, and (ii) pending such transferas applicable, (A) hold in trust such Omitted Asset and provide for the other Party (to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. 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 such Misplaced Asset or Other Asset, for Tax purposesas applicable, to the other Party, and (v) until such time as such Misplaced Asset or Other Asset, as applicable, is transferred to the appropriate Party, comply with all applicable covenants and obligations with respect to any Held Asset such Misplaced Assets or Other Assets, as applicable, held by it, including the payment of any costs and expenses in connection therewith, which shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of performed by such Party or its applicable Affiliate for the Closingother Party’s account, and in either case the Allocation Schedule such other Party shall be adjusted accordinglypromptly reimburse such party for any such out-of-pocket costs, expenses or payments.