Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred to SpinCo If the legal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Company, and SpinCo shall, at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCo.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred If, following the Closing and prior to SpinCo If the legal title to one-year anniversary of the Closing, Buyer or the beneficial interest Company (i) except to the extent reflected or otherwise taken into account in any the Final Cash Consideration, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Liability is transferred Asset, Buyer shall or shall cause the Company or its Subsidiaries to or vested promptly inform Seller of that fact in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Company, and SpinCo shallwriting. Thereafter, at the Company's requestrequest of Seller, Buyer shall undertake (and Seller shall reasonably cooperate with Buyer), as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy applicable, (A) to promptly reimburse and/or cause the Company or its Subsidiaries to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to promptly execute all and/or cause the Company to execute such deeds or documents as may be reasonably necessary for to procure the purpose of transferring (free transfer of any encumbrance created on such Excluded Asset to Seller or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution an Affiliate of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the CompanySeller. (b) Allocated Assets If, following the Closing and prior to the one-year anniversary of the Closing, Seller or Allocated Liabilities remaining with any Affiliate of Seller (other than the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability"Company) on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) receives a payment with respect to any Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to promptly reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to promptly execute all and/or cause the relevant Affiliate (other than the Company) of Seller to execute such deeds or documents as may be reasonably necessary for to procure the purpose of transferring (free transfer of any encumbrance created on or after Separation) the relevant interest in the Missing such Transferred Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCo.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred to SpinCo 16.1 If the legal title to or the any beneficial interest in any Excluded Asset or Excluded Liability Target Group Wrong Pocketed Assets is transferred to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit any member of the CompanyContinuing Seller Group after the Relevant Completion or any member of the Continuing Seller Group has any interest in such Target Group Wrong Pocketed Assets, and SpinCo the Seller if required by the Buyer shall procure that the relevant member of the Continuing Seller Group shall, at : 16.1.1 execute or procure the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute execution of all such deeds or documents as may be necessary for the purpose purposes of transferring (free of any encumbrance created on the Target Group Wrong Pocketed Assets or after Separation) the relevant interest interests in such Required Asset or Liability them to the Company Buyer or as it may direct; andat the Buyer’s direction a member of the Target Group; (ii) 16.1.2 do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company Buyer may reasonably request for direct in order to vest the purpose assets or relevant interests in them in the Buyer or the relevant member of vesting the Target Group; and 16.1.3 procure that the asset, or relevant interest in such Required Asset the Target Group Wrong Pocketed Assets, shall be held on trust for the Buyer (to the extent permitted by any relevant law) until the transfer is validly effected to vest the asset or Liability relevant interest in the Companyasset in the Buyer or the relevant member of the Target Group. (b) Allocated Assets or Allocated Liabilities remaining with the Company 16.2 If the legal title to or the any beneficial interest in any Allocated Asset or Allocated Liability, remains Retained Group Wrong Pocketed Assets is vested in any member of the Company Target Group after Separationthe Relevant Completion or any member of the Target Group has any interest in such Retained Group Wrong Pocketed Assets, the Company Buyer if required by the Seller shall be deemed to hold such asset procure that the relevant Buyer or liability member of the Target Group (a "Missing Asset or Liability"as applicable) on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) 16.2.1 execute or procure the execution of all such deeds or documents as may be necessary for the purpose purposes of transferring (free of any encumbrance created on the Retained Group Wrong Pocketed Assets or after Separation) the relevant interest interests in them to the Missing Asset Seller or Liability at the Seller’s direction to SpinCo or as it may direct; andanother member of the Retained Group; (ii) 16.2.2 do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo the Seller may reasonably request for direct in order to vest the purpose assets or relevant interests in them in the relevant member of vesting the Retained Group; and 16.2.3 procure that the asset, or relevant interest in the Missing Asset Wrong Pocketed Assets, shall be held on trust for the Seller (to the extent permitted by any relevant law) until the transfer is validly effected to vest the asset or Liability relevant interest in SpinCo. (c) Employees remaining with the Company If any employee asset in the relevant member of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoRetained Group.

Wrong Pockets. (a) Excluded Assets Upon any of the Parties notifying the other Parties of a specific identified asset or Excluded Liabilities transferred liability to SpinCo If which it reasonably believes that this clause 0 might apply, the legal title notified Party or Parties shall use their reasonable endeavours to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, SpinCo shall be deemed to hold locate such asset or liability with a view to allowing the Parties to determine (a "Required Asset acting reasonably and in good faith) whether or Liability") on behalf of and for the benefit of the Company, and SpinCo shall, at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for not this clause 0 applies to such transfer: Private and Confidential Execution copy (i) execute all such deeds asset or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Companyliability. (b) Allocated Assets If after the Transfer Completion Time it is found that any right, title or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Regulated Asset or Allocated any liability relating to the Regulated Business (other than any Excluded Liability, remains vested in ) is held by the Company after Separation, the Company shall be deemed GVC Group by reason of a failure to hold transfer such asset or liability (a "Missing Asset or Liability") on behalf by means of and for the benefit of SpinCoTransfer, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transferthen: (i) execute ▇▇▇▇▇▇▇ ▇▇▇▇ or GVC shall notify the other in writing as soon as practicable after such matters come to its knowledge; (ii) as soon as reasonably practicable following notification, GVC shall procure that the relevant member of the GVC Group shall transfer to such member of the WH Group as notified to GVC (the "Regulated Transferee") for no additional consideration or adjustment to the consideration the relevant Regulated Asset, interest in such asset or liability relating to the Regulated Business (or where reasonably practicable and where the relevant assets and liabilities which relate to each other are to be transferred together, such assets and liabilities shall be netted off prior to their transfer for the purposes of clause 11.2(e) and 11.2(f)); (iii) GVC shall procure that the relevant transferor shall do all such deeds or further acts and things and shall execute such documents in a form reasonably satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇ as may be necessary for to validly effect the purpose of transferring (free of any encumbrance created on or after Separation) transfer and vest the relevant Regulated Asset, interest in such asset or liability in the Missing Asset or Liability to SpinCo or as it may directRegulated Transferee; and (iiiv) do GVC shall procure that the relevant transferor shall hold the relevant Regulated Asset or procure to be done all interest in such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request asset on trust for the purpose of vesting Regulated Transferee until such time as the relevant transfer is validly effected to vest the Regulated Asset or interest in such asset in the Missing Asset or Liability in SpinCoRegulated Transferee. (c) Employees remaining with If after the Company If Transfer Completion Time it is found that any employee of right, title or interest in any Retained Assets or any liability relating to the Company alleges that it should transferRetained Business (other than an Excluded Liability) is held by the WH Group, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulationsthen: (i) ▇▇▇▇▇▇▇ ▇▇▇▇ or GVC shall notify the Company other in writing as soon as practicable after such matters come to its knowledge; (ii) as soon as reasonably practicable following notification, WHO shall procure that the relevant member of the WH Group shall transfer to such member of the GVC Group as notified to ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Retained Transferee") for no additional consideration or SpinCoadjustment to the consideration the relevant Retained Asset, when aware interest in such asset or liability relating to the Regulated Business (or where reasonably practicable and where the relevant assets and liabilities which relate to each other are to be transferred together, such assets and liabilities shall be netted off prior to their transfer for the purposes of clause 11.2(e) and 11.2(f)); (iii) WHO shall procure that the relevant transferor shall do all such allegation further acts and things and shall execute such documents in a form reasonably satisfactory to GVC as may be necessary to validly effect the transfer and vest the relevant Retained Asset, interest in such asset or finding, will promptly notify SpinCo or liability in the Company, respectively, thereofRetained Transferee; and (iiiv) SpinCo and WHO shall procure that the Company will discuss relevant transferor shall hold the relevant Retained Asset or interest in good faith how such asset on trust for the Retained Transferee until such time as the transfer is validly effected to resolve vest the issue for a period of 10 Business Days following each of them becoming aware of Retained Asset or interest in such asset in the issue Retained Transferee. (d) No Excluded Liability shall be transferred pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCothis clause 11.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred 18.1 If and to SpinCo If the extent that legal title to or beneficial interest in any Transferred Asset remains vested in any member of the Selling Group after Completion or any member of the Selling Group after Completion has any interest in such Transferred Asset, then: (A) as soon as reasonably practicable after any member of the Selling Group or, as the case may be, any member of the Purchaser’s Group, becomes aware that a Transferred Asset is owned by a member of the Selling Group after Completion, the Seller or, as the case may be, the Purchaser, shall notify the Purchaser or, as the case may be, the Seller, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Selling Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Asset Transfer Price being made, the Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller; (D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller’s reasonable control, or it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall): (i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a “TSA Asset”); or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (ii) transfer to the Purchaser or a company nominated by the Purchaser a substantially equivalent asset to the relevant Transferred Asset (a “Substitute Asset”) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or (iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties; (E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and (F) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. 18.2 If, and to the extent that, legal title to or beneficial interest in any Excluded Asset is vested in any member of the Purchaser’s Group after Completion or any member of the Purchaser’s Group after Completion has any interest in such Excluded Liability Asset, then: (A) as soon as reasonably practicable after any member of the Purchaser’s Group or, as the case may be, any member of the Selling Group, becomes aware that such Excluded Asset is owned by a member of the Purchaser’s Group after Completion, the Purchaser or, as the case may be, the Seller, shall notify the Seller or, as the case may be, the Purchaser, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall procure that such Excluded Asset is transferred to the Seller or vested a company nominated by the Seller for consideration in SpinCocash equal the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Excluded Asset Transfer Price”) together with, SpinCo shall be deemed against delivery of an appropriate VAT invoice, an amount equal to hold such asset or liability (a "Required Asset or Liability") on behalf of and any VAT for which the benefit relevant member of the Company, Purchaser’s Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Purchaser’s Group) is required to account in respect of such transfer and SpinCo the Seller shall, at or shall procure that the Company's requestnominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser shall pay to the Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. amount in respect of VAT paid pursuant to sub-clause 14.2(B) for which neither the Seller nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Seller or, as soon the case may be, the relevant nominated company is entitled to credit as practicable and on terms that no consideration is provided input tax, as determined by any person for such transfer: Private and Confidential Execution copythe Seller acting in good faith certified by the Seller in writing to the Purchaser; (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after SeparationD) the relevant interest in Seller shall provide such Required Asset or Liability assistance to the Company or Purchaser as the Purchaser may reasonably require to enable it may directto carry out its obligations under this sub-clause 18.2; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after SeparationE) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, parties will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss co-operate in good faith how to resolve ensure that, to the issue for extent possible, the provisions of this sub-clause 18.2 are implemented in a period way which results in the net settlement of 10 Business Days following each of them becoming aware payments as between members of the issue pursuant to sub-paragraph (i) above; and (iii) in Selling Group and the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoPurchaser’s Group.

Wrong Pockets. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (ai) Excluded Assets not material and (ii) is the type that the registrant treats as private or Excluded Liabilities transferred to SpinCo If the legal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Company, and SpinCo shall, at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copyconfidential. (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated LiabilityIf, remains vested in the Company after Separationfollowing Closing, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCoany of its Subsidiaries (excluding the Transferred Entities) receives a payment with respect to any Transferred Asset or (ii) the Company or its Subsidiaries (including the Transferred Entities) or Investor becomes aware that any Transferred Asset remains with, when aware or has been transferred to, the Company or any of its Subsidiaries (excluding the Transferred Entities), the Company shall (A) reimburse, or cause the relevant Subsidiary of the Company (excluding the Transferred Entities) to reimburse the relevant Transferred Entity (or such allegation or finding, will promptly notify SpinCo or other Transferred Entity nominated by the Company) the amount referred to in clause (i) above or (B) promptly execute and/or cause the relevant Subsidiary of the Company (including the Transferred Entities) to execute, respectively, thereof; andsuch documents as may be reasonably necessary to procure the transfer of any such Transferred Asset from the Company or its Subsidiary (excluding the Transferred Entities) to a Transferred Entity nominated by the Company. (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days If, following each of them becoming aware of the issue pursuant to sub-paragraph Closing, (i) above; andany Transferred Entity receives a payment with respect to an Excluded Asset or (ii) the Company or its Subsidiaries (including the Transferred Entities) becomes aware that any Excluded Asset has been transferred to, or remains with, the Transferred Entities, the Company shall (A) cause the relevant Transferred Entity to reimburse the Company or the relevant Subsidiary of the Company (excluding the Transferred Entities) the amount referred to in clause (i) above or (B) promptly execute and/or cause the relevant Subsidiary of the Company (including the Transferred Entities) to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset from the Transferred Entity to the Company or a Subsidiary of the Company nominated by the Company (other than the Transferred Entities). (iii) For the avoidance of doubt, this clause (c) shall only apply if an Alternative Transaction Election has been made and Investor has made a Ring-Fencing Election in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoaccordance with Section 5.7(b)(i).

Wrong Pockets. (a) If, for any reason after the Closing, 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 transferred 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 SpinCo If effect the legal title to or the beneficial interest in any transfer of such Excluded Asset or Excluded Liability is transferred back to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Company, and SpinCo shall, at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the CompanySeller. (b) Allocated Assets If, after the Closing, Buyer or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in Seller becomes aware that any Allocated Purchased Asset or Allocated LiabilityAssumed Liability has not been transferred or delivered to, remains vested in the Company after Separationor assumed by, the Company shall be deemed to hold such asset Buyer or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCoits Affiliates, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all Seller shall promptly take such deeds or documents steps as may be necessary for the purpose of transferring (free of any encumbrance created on required to transfer and deliver, or after Separation) the relevant interest in the Missing cause to be transferred and delivered, such Purchased Asset or Assumed Liability to SpinCo or as it may direct; and Buyer, at no additional charge to Buyer, (ii) do Buyer shall accept such Purchased Asset or procure to be done all assume such Assumed Liability, as the case may be, and (iii) Seller and Buyer shall execute such documents or instruments of conveyance or assumption and take such further reasonable acts which are reasonably necessary or things and procure desirable to effect the execution transfer of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Purchased Asset or Assumed Liability in SpinCo.to Buyer. DM3\7875356.18 (c) Employees remaining with In the Company If event that, on or after the Closing Date, either party shall receive any employee payments or other funds due to the other party or any of its Affiliates pursuant to the terms of this Agreement or any of the Company alleges that it should transferother Transaction Documents, then the 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 should have transferred, to SpinCo as part any of the Separation by way other Transaction Documents, there is no right of any Transfer Regulations: (i) offset regarding such payments and a party may not withhold funds received from third parties for the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware account of the issue pursuant to sub-paragraph (i) above; and (iii) other party in the absence event there is a dispute regarding any other issue under this Agreement or any of agreement between the Company and SpinCo as other Transaction Documents. If, after the Closing Date, either party hereto shall receive any invoice from a third party with respect to how any accounts payable of the issue will be resolvedother party, then the Company may take party receiving such steps as it reasonably determines invoice shall promptly deliver such invoice to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoproper party.

Wrong Pockets. (1) If at any time following Completion, either party becomes aware that (a) Excluded Assets any Group Company owns any asset (other than real property) or Excluded Liabilities right (including Intellectual Property Rights) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to SpinCo If the legal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to to, owned by or vested in SpinCoa member of the Retained Group in accordance with the Reorganisation Steps Plan or any New Spectrum, SpinCo then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be deemed transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to hold this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or liability (a "Required Asset right together with any liabilities and/or any benefit or Liability") on behalf of and for sum paid or accruing, in each case, to the benefit extent relating thereto, or the reallocation of the Companyrelevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and SpinCo shallthe Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the Company's requestvalue accounted for in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and on terms that the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is provided by any person included in the Completion Accounts, at the value accounted for such transfer: Private and Confidential Execution copyin the Completion Accounts) but otherwise at the Vendor’s expense. (i4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute all or procure the relevant member of the Retained Group executes such deeds or documents and does such acts as may be reasonably necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution transfer of the title to such real property to a Group Company nominated by the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such other documents as a transfer. The real property shall be transferred at no consideration (or where the Company may reasonably request for the purpose value of vesting the relevant interest in such Required Asset or Liability real property is included in the CompanyCompletion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (b5) Allocated Assets Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or Allocated Liabilities remaining with the Company If the legal title to liability or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company real property shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf held by the relevant party as agent of and trustee for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCoparty. (c6) Employees remaining with the Company If any employee of payment under this clause 5.3.10 constitutes the Company alleges that it should transferconsideration for a taxable supply for VAT purposes, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: then (i) the Company or SpinCorecipient shall promptly provide to the payer a valid VAT invoice, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and and (ii) SpinCo except where the reverse charge procedure applies, and subject to the Company will discuss provision of a valid VAT invoice in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph accordance with (i) above; and (iii) ), in addition to that payment the absence of agreement between payer shall pay to the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of recipient any cost or liability on SpinCoVAT due.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred to SpinCo If the legal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "“Required Asset or Liability"”) on behalf of and for the benefit of the Company, and SpinCo shall, at the Company's ’s request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "“Missing Asset or Liability"”) on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's ’s request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCo.

Wrong Pockets. If, after the Distribution, the Parties agree that (a) Excluded Assets or Excluded Liabilities an employee was not assigned and transferred to SpinCo If a member of the legal title Outdoor Products Group and who, had the Parties given specific consideration to or such individual prior to the beneficial interest in any Excluded Asset or Excluded Liability is Distribution, would have otherwise been so transferred prior to 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 vested in SpinCootherwise transferred prior to the Distribution Date (each such employee, SpinCo a “Wrong Pockets Employee”), the 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 deemed treated by the Parties for all purposes as if it had occurred immediately prior to hold the Distribution and such asset person were an Outdoor Products Employee or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Company, and SpinCo shall, at the Company's requestVista Outdoor Employee, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy applicable, except (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may direct; and otherwise required by applicable Law and (ii) do for purposes of any Liabilities incurred under a Welfare Plan of the Transferor Group. In furtherance of the foregoing, 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 (the “Transferor Group”) against all Employee Costs suffered or procure to incurred by the Transferor Group in respect of such Wrong Pockets Employee. Any dispute arising under this Section 2.02 shall be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability resolved in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest manner set forth in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee Section 11.01 of the Company alleges that it should transferTransition Services Agreement, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issuemutatis mutandis; provided that no any such step Disputes (as defined in the Transition Services Agreement) shall involve instead be considered by a transfer representative designated by the Party for purposes of resolving such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoDispute.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred Subject to SpinCo If Section ‎2.10, if, at any time after the legal title to or the beneficial interest in Closing, a Goodyear Group Member holds any Excluded Transferred Asset or Excluded Liability is transferred subject to or vested in SpinCoany Assumed Liability, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Company, and SpinCo shall, at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all Goodyear shall, or shall cause the applicable Goodyear Group Member to, to transfer and convey (without further consideration) to SRI or the appropriate Transferred Entity such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Transferred Asset or Liability to the Company or as it may directAssumed Liability; and (ii) do SRI shall, or procure to be done all shall cause the appropriate Transferred Entity to, accept such Transferred Asset and assume and discharge such Assumed Liability (without further consideration); and (iii) Goodyear and SRI shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further reasonable acts as are reasonably necessary or things and procure the execution desirable to effect such transfer of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Transferred Asset or Liability such assumption of such Assumed Liability, in each case such that each party is put into the Companysame economic position as if such action had been taken at the Closing. (b) Allocated Assets If, at any time after the Closing, SRI or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in a Transferred Entity holds any Allocated Excluded Asset or Allocated is subject to any Excluded Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute SRI shall, or shall cause the applicable Transferred Entity to, use all reasonable efforts to transfer and convey (without further consideration) to Goodyear or the appropriate Goodyear Group Member such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Excluded Asset or Liability to SpinCo or as it may directExcluded Liability; and (ii) do Goodyear shall, or procure to be done all shall cause its appropriate Affiliate to, accept such Excluded Asset and assume and discharge such Excluded Liability (without further consideration); and (iii) SRI and Goodyear shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further reasonable acts as are reasonably necessary or things and procure the execution desirable to effect such transfer of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Excluded Asset or Liability such assumption of such Excluded Liability, in SpinCoeach case such that each party is put into the same economic position as if such action had been taken at the Closing. (c) Employees remaining Subject to Section ‎2.10, if, at any time after the Closing, either Party identifies any “DUNLOP” or D Device Trademark registered or applied for in connection with the Company If Dunlop Products with or by any employee Governmental Authority in the Covered Territories that was owned by a Goodyear Group Member as of the Company alleges that it should transferClosing but is not set forth in Schedule ‎2.2(a)(ii) (any such Trademark, or should have transferredan “Omitted Dunlop Trademark”), to SpinCo as part of the Separation by way of any Transfer Regulations: (i) Goodyear shall, or shall cause the Company or SpinCoapplicable Goodyear Group Member to, when aware of such allegation or finding, will promptly notify SpinCo to transfer and convey (without further consideration) to SRI or the Company, respectively, thereofappropriate Transferred Entity such Omitted Dunlop Trademark and all Liabilities associated therewith arising after the Closing; and (ii) SpinCo SRI shall, or shall cause the appropriate Transferred Entity to, accept such Omitted Dunlop Trademark and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) aboveassume and discharge all such Liabilities; and (iii) Goodyear and SRI shall, and shall cause their appropriate Affiliates to, execute documents or instruments of conveyance or assumption and (iv) any such Omitted Dunlop Trademark shall be deemed a “Transferred Dunlop Trademark” hereunder as of the Closing (other than (including as the term “Transferred Dunlop Trademarks” is used within “Registered Transferred IP”, “Transferred IP” and “Transferred Assets”) for purposes of the representations and warranties given in Article III herein or, for the absence avoidance of agreement between the Company and SpinCo as to how the issue will be resolveddoubt, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCocovenants and obligations included in Section ‎4.1).

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred If and to SpinCo If the extent that it is determined after Closing that legal title to or the beneficial or other interest in all or part of any Excluded Asset or Excluded Liability is Assets have been transferred to Purchaser, or vested in SpinCothat any Assumed Liability or any Purchased Asset has been erroneously retained by Seller or any of its Affiliates, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Company, and SpinCo Purchaser shall, at promptly upon the Company's requestrequest of Seller, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such agreements, deeds or other documents as may be necessary for the purpose purposes of transferring such assets (free of any encumbrance created on or after Separationpart thereof) or the relevant interests in them back to Seller or transferring such Assumed Liabilities or Purchased Assets to Purchaser, as applicable, (ii) complete all such further acts or things as Seller may reasonably direct in order to transfer such assets or the relevant interests in them back to Seller or transfer such Assumed Liabilities or Purchased Assets to Purchaser, as applicable and (iii) hold the asset (or part thereof), or relevant interest in such Required Asset or Liability the asset, in trust for Seller (to the Company or as it may direct; and (iiextent permitted by Applicable Law) do or procure to be done all until such further reasonable acts or things and procure the execution of all such other documents time as the Company may reasonably request for transfer is validly effected to vest the purpose of vesting the asset (or part thereof) or relevant interest in such Required Asset or Liability in the Companyasset back to Seller. (b) Allocated Assets If and to the extent that it is determined after Closing that any Excluded Liability has been erroneously assumed by Purchaser or Allocated Liabilities remaining with the Company If the legal title to any of its Affiliates or the beneficial interest in any Allocated Purchased Asset has been erroneously retained by Seller or Allocated Liabilityany of its Affiliates, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company Seller shall, at SpinCo's requestpromptly upon the request of Purchaser, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) (x) execute all such agreements, deeds or other documents as may be necessary for the purpose purposes of transferring such Excluded Liabilities (free or part thereof) back to Seller and (y) complete all such further acts or things as Purchaser may reasonably direct in order to transfer such Excluded Liabilities back to Seller, (ii) (A) execute all such agreements, deeds or other documents as may be necessary for the purposes of any encumbrance created on transferring such Purchased Assets (or after Separationpart thereof) to Purchaser and (B) complete all such further acts or things as Purchaser may reasonably direct in order to transfer such Purchased Assets to Purchaser and (iii) hold the asset (or part thereof), or relevant interest in the Missing Asset asset, in trust for Purchaser (to the extent permitted by Applicable Law) until such time as the transfer is validly effected to vest the asset (or Liability to SpinCo part thereof) or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCoasset with Purchaser. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCo.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred to SpinCo 13.1 If the legal title to, and/or the contractual right to use, any asset (except any Excluded Required Asset, Intellectual Property or Business Information or asset to be transferred in accordance with clause 12 (Transferring Contracts and Carve-out Memorandum)) which (i) is not required for, or used in, the Target Business as at the Completion Date, and (ii) is required for, or used in, any member of the Retained Group or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCobusiness of the Retained Group as at the Completion Date (such asset, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or LiabilityAsset") on behalf is held by any member of and the Target Group after the Completion Date, the relevant Purchaser shall procure that the relevant member of the Target Group shall hold such Required Asset for the benefit account of the Company, and SpinCo shallrelevant Seller (or, at the Companyrelevant Seller's requestoption, another member of the Retained Group or another company) and shall, as soon as practicable reasonably practicable, procure that, subject to any required Third Party Consents being obtained, the legal title to, and/or the right to use, such Required Asset is transferred to the relevant Seller (or, at the relevant Seller's option, another member of the Retained Group or another company) for consideration in cash equal to the fair market value of such Required Asset (but excluding amounts in respect of VAT) agreed between the relevant Seller and the relevant Purchaser, or failing such agreement as determined by such independent firm of chartered accountants of international repute as the relevant Seller and the relevant Purchaser may agree or failing such agreement within ten Business Days such independent firm of chartered accountants of international repute in London as the President of the Institute of Chartered Accountants in England and Wales may nominate on terms the application of either the relevant Seller or the relevant Purchaser (the "Asset Transfer Price") together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Target Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Target Group) is required to account in respect of such transfer and the relevant Seller shall, or shall procure that no consideration is provided by the nominated company shall, accept such transfer and pay such amounts. The relevant Seller agrees to bear the cost of all transfer taxes payable in connection with the transfer of the Required Asset. Upon payment of the Asset Transfer Price being made, the relevant Purchaser shall pay to the relevant Seller an amount equal to the Asset Transfer Price. In connection with any person for such transfer: Private and Confidential Execution copytransfer pursuant to this clause 13.1 the relevant Purchaser shall procure that the relevant member of the Target Group shall: (iA) execute all such deeds or documents as may be necessary for the purpose of transferring (free of from any encumbrance Encumbrances created on or after Separationthe Completion Date) the relevant interest in legal title to, and/or the right to use, such Required Asset or Liability to the Company or as it may directrelevant Seller (or, at the relevant Seller's option, another member of the Retained Group); and (iiB) do do, or procure to be done the doing of, all such further reasonable acts or things and procure the execution of all such other documents as the Company relevant Seller may reasonably request for the purpose of vesting transferring the relevant interest in legal title to, and/or the right to use, such Required Asset to the relevant Seller (or, at the relevant Seller's option, another member of the Retained Group). The relevant Seller shall indemnify the relevant Purchaser (or Liability the relevant member of the Purchasers’ Group) on an after-Tax basis against any Losses and Tax suffered or incurred by any member of the Target Group in connection with the Companytransfer required pursuant to this clause 13.1. (b) Allocated Assets or Allocated Liabilities remaining with the Company 13.2 If the legal title to, and/or the contractual right to use, any asset (except any Excluded Missing Asset, Intellectual Property, Business Information or asset to be transferred in accordance with clause 12 (Transferring Contracts and Carve-out Memorandum)) which (i) is required for, or used in, the Target Business as at the Completion Date, and (ii) is not required for, or used in, any member of the Retained Group or the beneficial interest in any Allocated Asset or Allocated Liabilitybusiness of the Retained Group as at the Completion Date (such asset, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or LiabilityAsset") on behalf is held by any member of and the Retained Group after the Completion Date, the relevant Seller shall procure that the relevant member of the Retained Group shall hold such Missing Asset for the benefit account of SpinCo, and the Company shallrelevant Purchaser (or, at SpinCothe relevant Purchaser's requestoption, a member of the Purchasers’ Group) and shall, as soon as practicable reasonably practicable, procure that, subject to any required Third Party Consents being obtained, the legal title to, and/or the right to use, such Missing Asset is transferred to the relevant Purchaser (or, at the relevant Purchaser's option, a member of the Target Group) for consideration in cash equal to the amount to the Asset Transfer Price together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Retained Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Retained Group) is required to account in respect of such transfer and on terms the relevant Purchaser shall, or shall procure that no consideration is provided by the nominated company shall, accept such transfer and pay such amounts. The relevant Seller agrees to bear the cost of all transfer taxes payable in connection with the transfer of the Missing Asset. Upon payment of the Asset Transfer Price being made, the relevant Seller shall pay to the relevant Purchaser an amount equal to the Asset Transfer Price. In connection with any person for such transfertransfer pursuant to this clause 13.2 the relevant Seller shall procure that the relevant member of the Retained Group shall: (iA) execute all such deeds or documents as may be necessary for the purpose of transferring (free of from any encumbrance Encumbrances created on or after Separationthe Completion Date) the relevant interest in legal title to, and/or the right to use, such Missing Asset or Liability to SpinCo or as it may directthe relevant Purchaser (or, at the relevant Purchaser's option, a member of the Target Group); and (iiB) do do, or procure to be done the doing of, all such further reasonable acts or things and procure as the execution of all such other documents as SpinCo relevant Purchaser may reasonably request for the purpose of vesting transferring the legal title to, and/or the right to use, such Missing Asset to the relevant interest Purchaser (or, at the relevant Purchaser's option, a member of the Target Group). The relevant Seller shall indemnify the relevant Purchaser (or the relevant member of the Purchasers’ Group) on an after-Tax basis against any Losses and Tax suffered or incurred by any member of the Purchasers’ Group in connection with the Missing Asset or Liability in SpinCotransfer required pursuant to this clause 13.2. 13.3 If the legal title to, and/or the contractual right to use, any asset (c) Employees remaining with the Company If except any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) asset to which the Company Target Group is granted access under any Share Purchase Document or SpinCowhich is used for the provision of services by any member of the Retained Group under the Transitional Services Agreements or any other ancillary agreement between any member of the Target Group and the Retained Group, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo Intellectual Property, (iii) Business Information or (iv) asset to be transferred in accordance with clause 12 (Transferring contracts and Carve-out Memorandum)) which (i) is required for, or used in, the Target Business as at the Completion Date, and (ii) is required for, or used in, any member of the Retained Group or the business of the Retained Group as at the Completion Date (such asset, a “Shared Required Asset”) is held by any member of the Target Group or any member of the Retained Group after the Completion Date, the relevant Purchaser and the Company will discuss relevant Seller shall, as soon as reasonably practicable after notification of such Shared Required Asset by the relevant Purchaser to the relevant Seller or the relevant Seller to the relevant Purchaser (as applicable), negotiate in good faith how the appropriate allocation of the ownership and/or use of that Shared Required Asset. 13.4 Where a Third Party Consent is required for the transfer of legal title to resolve and/or the issue contractual right to use any Required Asset or Missing Asset pursuant to clause 13.1 or 13.2, the party responsible for a period effecting such transfer shall use all reasonable endeavours, at the expense of 10 Business Days the relevant Seller, to obtain any such Third Party Consent as soon as reasonably practicable following each the date of them this Agreement. 13.5 Each party shall promptly notify the other parties in writing upon it becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) any Required Asset being in the absence possession, custody or control of agreement between any member of the Company Target Group or of any Missing Asset being in the possession, custody or control of any member of the Retained Group. 13.6 Clauses 13.1 to 13.5 (inclusive) shall apply only where the relevant notification pursuant to, and SpinCo as in accordance with clause 13.5 is given within six months after the Completion Date. Such clauses are without prejudice to how the issue will be resolvedrights and remedies of the parties arising out of this Agreement, including without limitation, in respect of any breach of the Sellers’ Warranties, the Company may take such steps as it reasonably determines to resolve AMS04 SPV Warranties, and the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoSellers’ Guarantor’s Warranties.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred to SpinCo If at any time from Completion any member of the legal title to or the beneficial interest in Seller Group: (i) owns any Excluded Acquired Asset or Excluded Liability is transferred to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or LiabilityPurchaser Wrong Pocket Asset") on behalf of and for ), the benefit Purchaser may give written notice to the Seller of the Companysame at any time within 24 months following Completion, and SpinCo upon receipt of which the Seller shall, at the Company's request, as soon as practicable and practicable, ensure that such interest in any Purchaser Wrong Pocket Asset (together with any benefit or sum accruing to any member of the Seller Group as a result of holding that interest since Completion) is transferred to such member of the Purchaser Group as the Purchaser shall specify on terms that there will be no consideration is provided by any person payment for doing so and no change to the Purchase Price. The Purchaser shall provide such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents assistance to the Seller as may be necessary the Seller reasonably requires for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company or as it may directthis transfer; andor (ii) do or procure has assumed any liability that relates predominantly to the Acquired Business (a "Purchaser Wrong Pocket Liability"), the Seller may give written notice to the Purchaser of the same at any time within 24 months following Completion, upon receipt of which the Purchaser shall, as soon as practicable, ensure that the Purchaser assumes such Purchaser Wrong Pocket Liability (together with any losses accruing to any member of the Seller Group as a result of holding that Purchaser Wrong Pocket Liability since Completion) on terms that there will be done all no payment for doing so and no change to the Purchase Price. The Seller shall provide such further reasonable acts or things and procure assistance to the execution of all such other documents Purchaser as the Company may Purchaser reasonably request requires for the purpose of vesting the relevant interest in such Required Asset or Liability in the Companythis assumption. (b) Allocated Assets or Allocated Liabilities remaining with If at any time from Completion any member of the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transferGroup: (i) execute all owns any asset of the Retained Business (a "Seller Wrong Pocket Asset"), the Seller may give written notice to the Purchaser of the same at any time within 24 months following Completion, upon receipt of which the Purchaser shall, as soon as practicable, ensure that such deeds interest in any Seller Wrong Pocket Asset (together with any benefit or documents sum accruing to any member of the Purchaser Group as may a result of holding that interest since Completion) is transferred to such member of the Seller Group as the Seller shall specify on terms that there will be necessary no payment for doing so and no change to the Purchase Price. The Seller shall provide such assistance to the Purchaser as the Purchaser reasonably requires for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may directthis transfer; andor (ii) do or procure has assumed an Excluded Liability (a "Seller Wrong Pocket Liability"), the Purchaser may give written notice to the Seller of the same at any time within 24 months following Completion, upon receipt of which the Seller shall, as soon as practicable, ensure that such member of the Seller Group as the Seller shall specify assumes such Seller Wrong Pocket Liability (together with any losses accruing to any member of the Purchaser Group as a result of holding that Seller Wrong Pocket Liability since Completion) on terms that there will be done all no payment for doing so and no change to the Purchase Price. The Purchaser shall provide such further reasonable acts or things and procure assistance to the execution of all such other documents Seller as SpinCo may the Seller reasonably request requires for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCothis assumption. (c) Employees remaining with If, at or after the Company If Completion Date, any employee member of the Company alleges Seller Group receives any payments that it should transfer, or should have transferred, are attributable to SpinCo as part any member of the Separation by way Purchaser Group pursuant to the terms of this Agreement, the Seller shall promptly pay or procure that the relevant member of the Seller Group promptly pays (as applicable) a sum equal to such payment (net of any Transfer Regulations:Tax actually incurred by the Seller Group thereon) to the relevant member of the Purchaser Group. (id) If, at or after the Company or SpinCoCompletion Date, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware any member of the issue Purchaser Group receives any payments that are attributable to any member of the Seller Group pursuant to sub-paragraph (i) above; and (iii) in the absence terms of agreement between the Company and SpinCo as to how the issue will be resolvedthis Agreement, the Company may take Purchaser shall promptly pay or procure that the relevant member of the Purchaser Group promptly pays (as applicable) a sum equal to such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition payment (net of any cost or liability on SpinCoTax actually incurred by the Purchaser Group thereon) to the relevant member of the Seller Group.

Wrong Pockets. (a) Excluded Assets After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or Excluded Liabilities transferred claim of Seller or its controlled Affiliate was not held by a Group Company at the Closing, but was primarily used in connection with the Acquired Business prior to SpinCo If the legal title to or Closing (collectively, the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo“Company’s Wrong Pocket Asset”), SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the CompanySeller shall, and SpinCo shall, at the Company's request, as soon as practicable shall cause its Subsidiaries and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy controlled Affiliates to use commercially reasonable efforts to (i) execute all such deeds instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest ownership and/or interests in the Company’s Wrong Pocket Assets (or relevant part thereof) held by such Required Asset or Liability Person to the Company or as it may direct; and its Affiliates, (ii) do or procure to be done all such further reasonable acts or things as may be reasonably necessary to validly effect the transfer and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting vest the relevant ownership and/or interest in such Required Asset Company’s Wrong Pocket Assets (or Liability relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Company’s Wrong Pocket Assets transferee and allow the Company to such enjoyment and use of such Company’s Wrong Pocket Asset as Seller or its controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) Allocated Assets After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or Allocated Liabilities remaining claim of any Group Company primarily used in connection with the Excluded Business was held by a Group Company If at the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after SeparationClosing (collectively, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo“Sellers’ Wrong Pocket Asset”), Buyer shall, and the Company shall, at SpinCo's request, as soon as practicable shall cause its Subsidiaries and on terms that no consideration is provided by any person for such transfer: controlled Affiliates to use commercially reasonable efforts to (i) execute all such deeds instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest ownership and/or interests in the Missing Asset Sellers’ Wrong Pocket Assets (or Liability relevant part thereof) held by such Person to SpinCo Seller or as it may direct; and its designated Affiliate, (ii) do or procure to be done all such further reasonable acts or things as may be reasonably necessary to validly effect the transfer and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting vest the relevant ownership and/or interest in the Missing Asset such Sellers’ Wrong Pocket Assets (or Liability relevant part thereof) in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transferSeller or its designated Affiliate, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in cause the absence transferor of agreement between such Sellers’ Wrong Pocket Asset to hold the Company Sellers’ Wrong Pocket Asset and SpinCo any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to how the issue will be resolved, the Company may take have such steps enjoyment and use of such Sellers’ Wrong Pocket Assets as it reasonably determines to resolve the issue; provided Buyer or its controlled Affiliate has. It is understood and agreed that no such step consideration shall involve a transfer of such employee to SpinCo or otherwise involve the imposition be payable by Seller in respect of any cost or liability on SpinCosuch Sellers’ Wrong Pocket Assets.

Wrong Pockets. 9.1 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers (a) within twelve (12) months after Completion that any member of the Seller's Group or any of the Target Group Companies respectively holds any asset, right, employee or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall promptly and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or Excluded Liabilities related to the Business are transferred to SpinCo If and assumed by a Target Group Company nominated by the legal title to Purchaser or the beneficial interest Parties shall, as soon as reasonably practicable, use reasonable best efforts, in any compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Excluded Asset or Excluded Liability is Business are transferred to and assumed by a member of the Seller's Group nominated by the Seller, respectively for no or vested in SpinConominal consideration (i.e., SpinCo EUR 1). To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Asset, the Parties shall be deemed use reasonable best efforts to hold procure the required Governmental Authority or third-party consent. Pending receipt of such asset consent and transfer of the Wrong Pocket Asset, the Seller or liability the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal consideration. 9.2 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers within twelve (12) months after Completion that a member of the Seller's Group or any of the Target Group Companies respectively is a party to any contract which relates exclusively to the Excluded Business or the Business respectively (a "Required Wrong Pocket Contract"), then in respect of that Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts, in compliance with applicable law, to execute such deeds and other documents and do all other reasonable acts required to assign, to the extent reasonably possible, the benefit and the burden of such Wrong Pocket Contract as of the Effective Date to the member of the Seller's Group nominated by the Seller or Target Group Company nominated by the Purchaser, respectively for no consideration, provided that any pre-payments made or services delivered (but not paid) under such Wrong Pocket Contract are to be reimbursed or compensated for. To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Contract, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third party consent. Pending receipt of such consent and transfer of the Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant 10231132943-v2 - 31 - 55-41021628 member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Contract as of the Effective Date for no or nominal consideration. 9.3 To the extent that a transfer or assignment of a Wrong Pocket Asset or LiabilityWrong Pocket Contract is not permitted by applicable laws or not permitted or consented by a relevant third party, or to the extent any liability, property, right in or to an asset or contract has been extinguished, disposed or transferred to a third party where it would otherwise have qualified as a Wrong Pocket Asset or Wrong Pocket Contract, the Purchaser and Seller shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant members of the Seller's Group and the relevant Target Group Companies as it would have been had the relevant Wrong Pocket Asset or Wrong Pocket Contract been transferred to, or, vested in, the Target Group Companies or retained by the Seller's Group (as applicable) in accordance with the provisions of this Agreement. 9.4 If in in the period ending six (6) months after Completion any third party pays into an account of any Target Group Company or any account of any member of the Seller's Group that should have been made to an account of a member of the Seller's Group or a Target Group Company respectively, the Parties will procure that such amounts are transferred promptly to the correct recipient. 9.5 Parties hereby explicitly agree and confirm that the Biomedical Business does not form part of the Business of the Target Group and does not form part of any of the rights, contracts or assets purported to be sold under this Agreement. Except as contemplated by any Continuing Agreement, from Completion the Purchaser shall not, and shall procure that its Affiliates (including as from Completion the Target Group Companies) and the JV Company shall not, in any way intentionally use or exploit any of the Intellectual Property Rights and Know-how primarily related to the Biomedical Business, including the Intellectual Property Rights and Know-how described in Schedule 30 (Biomedical IPR) (all such aforementioned Intellectual Property Rights and Know-how, the "Biomedical IPR") on behalf in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the Companyhuman body or animal body. Subject to the foregoing provisions of this Clause 9.5, Seller shall not, and SpinCo shallshall procure that each of its Affiliates (and require that any successor to or acquiror of all or any part of the Biomedical Business or the Biomedical IPR agrees to do the same) as from Completion does not, assert against the Purchaser or any of its Affiliates including, any Target Group Company (or any of its or their customers, toll manufacturers or suppliers) any of the Seller's or Seller's Affiliates' (or any applicable successor's or acquiror's) rights in the Biomedical IPR as existing at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability Signing Protocol Date to the extent used by such Target Group Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things in the Business and procure the execution of all such other documents so long as the use by the Purchaser or any of its Affiliates, including any such Target Group Company may reasonably request for (or any of its or their customers, toll manufacturers or suppliers) is outside of the purpose field of vesting the relevant interest in such Required Asset internal, interventional or Liability in the Company. surgical medical use of ultrahigh molecular weight polyethene (band products incorporating ultrahigh molecular weight polyethene or made therefrom) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCothe human body or animal body. Subject to applicable law, the Seller undertakes to not, and shall procure that its Affiliates shall not, grant any third party a license under the Company shallBiomedical IPR as existing 10231132943-v2 - 32 - 55-41021628 at the Signing Protocol Date for use in the field of the Business as conducted at the Signing Protocol Date, at SpinCo's requestit being acknowledged and agreed that nothing limits the Seller or any of its Affiliates in granting any third party a license under the Biomedical IPR in the field of internal, as soon as practicable interventional or surgical medical use of ultrahigh molecular weight polyethene (and on terms that no consideration is provided by any person for such transfer: (iproducts incorporating ultrahigh molecular weight polyethene or made therefrom) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee benefit of the Company alleges that it should transfer, human body or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoanimal body.

Wrong Pockets. 26.1 Capitalised terms used in this clause 26 but not defined in this Agreement shall have the meanings given to them in the Holcim IP Licence or the Lafarge IP Licence, as the 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 after Closing: (a) Excluded Assets the Purchaser or Excluded Liabilities transferred to SpinCo If the legal title to any Target Company, or the beneficial interest in any of their respective Affiliates, holds an Excluded Asset or receives any amount in respect of that Excluded Liability is transferred to or vested in SpinCoAsset, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for then the benefit of the Company, and SpinCo Purchaser shall, at or the Company's requestPurchaser shall procure that the relevant Target Company or Affiliate shall, as soon promptly as practicable and on terms that reasonably practicable, remit, or cause to be remitted, at no consideration is provided by any person for cost, such transfer: Private and Confidential Execution copy (i) execute all such deeds amount or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Excluded Asset or Liability to the Company appropriate Seller, or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents its relevant Affiliate, as the Company case may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company.be; (b) Allocated Assets the Purchaser or Allocated Liabilities remaining with the Company If the legal title any of its Affiliates is required to or the beneficial interest make (and effectively makes) any payment in any Allocated Asset or Allocated Liability, remains vested in the Company after Separationrespect of an Excluded Asset, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company relevant Seller shall, at SpinCo's requestas promptly as reasonably practicable, remit an amount equal to the amount of such payment to the Purchaser or its relevant Affiliate, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as the case may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo.be; (c) Employees remaining with the Company If a Seller or any employee member of the Company alleges Seller Group, holds an Included Asset or receives any amount in respect of that it should transferIncluded Asset, then that Seller shall, or should have transferredthat Seller shall procure that the relevant member of its Seller Group shall, as promptly as reasonably practicable, remit, or cause to SpinCo as part be remitted, at no cost, such amount or Included Asset to the appropriate Target Company; or (d) a Seller or any member of the Separation by way Seller Group, is required to make (and effectively makes) any payment in respect of any Transfer Regulations: (i) an Included Asset, the Company or SpinCoPurchaser shall, when aware as promptly as reasonably practicable, remit an amount equal to the amount of such allegation payment to the relevant Seller or findingits relevant Affiliate, will promptly notify SpinCo or as the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company case may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCobe.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred 19.1 Purchaser to SpinCo If transfer assets For a period of [***] from the TSA Expiration Date, if the legal title to or the beneficial interest in any Excluded asset or property of the Seller or any of its Affiliates which does not constitute an Asset or Excluded Liability is transferred to or vested in SpinCothe Purchaser or any Affiliate of the Purchaser at Completion, SpinCo the Purchaser or relevant Affiliate of the Purchaser, as the case may be, shall be deemed to hold such asset or liability property (a "the “Seller Required Asset or Liability"Asset(s)”) on behalf of trust and as bailee for the benefit Seller or any Affiliate of the CompanySeller, as the case may be, and SpinCo the Purchaser or relevant Affiliate of the Purchaser shall, at the Company's requestSeller’s request and at the expense of the Seller, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy: (ia) execute all such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance Encumbrance created on by the Purchaser or any of its Affiliates after SeparationCompletion) the relevant interest in such Seller Required Asset or Liability Asset(s) to the Company Seller or any Affiliate of the Seller or as it the Seller may direct; and (iib) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company Seller (for itself or any of its Affiliates) may reasonably request for the purpose of vesting the relevant interest in such Seller Required Asset or Liability Asset(s) in the CompanySeller or any Affiliate of the Seller, as the case may be. (b19.2 Purchaser’s obligations to notify The Purchaser shall notify the Seller as soon as reasonably practicable upon it coming to its attention that there are any Seller Required Asset(s) Allocated Assets in its possession or Allocated Liabilities remaining with control or in the Company If possession or control of any Affiliate of the Purchaser provided that the provisions of clause 19.1 shall only apply during the period of [***] from the TSA Expiration Date. 19.3 Seller to transfer assets For a period of [***] from the TSA Expiration Date, if the legal title to or the beneficial interest in any Allocated asset or property of the Seller or any of its Affiliates which constitutes an Asset (or Allocated Liability, remains which is directly and specifically related to the Programmes) is not transferred to or vested in the Company after SeparationPurchaser or any Affiliate of the Purchaser at Completion, the Company Seller or relevant Affiliate of the Seller, as the case may be, shall be deemed to hold such asset or liability property (a "Missing Asset or Liability"the “Purchaser Required Asset(s)”) on behalf of trust and as bailee for the benefit Purchaser or any Affiliate of SpinCothe Purchaser, as the case may be, and the Company Seller or relevant Affiliate of the Seller shall, at SpinCo's requestthe Purchaser’s request and at the expense of the Seller, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (ia) execute all such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance Encumbrance created on by the Seller or any of its Affiliates after SeparationCompletion) the relevant interest in such Purchaser Required Asset(s) to the Missing Asset Purchaser or Liability to SpinCo any Affiliate of the Purchaser or as it the Purchaser may direct; and (iib) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo the Purchaser (for itself or any of its Affiliates) may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iiiPurchaser Required Asset(s) in the absence Purchaser or any Affiliate of agreement between the Company and SpinCo Purchaser, as to how the issue will be resolved, the Company case may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCobe.

Wrong Pockets. (a) Excluded Assets To the extent that right, title or Excluded Liabilities transferred interest to SpinCo If the legal title to or the beneficial interest in any Excluded Asset is acquired by either Purchaser or Excluded Liability is transferred to any assignee of either Purchaser under this Agreement or vested in SpinCothe Real Estate Purchase Agreement, SpinCo shall be deemed to hold such asset as applicable, (directly or liability (a "Required Asset or Liability") on behalf of and for indirectly, including through the benefit purchase of the CompanyAcquired Interests), and SpinCo shall, at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purpose purposes of transferring such Excluded Assets (free of any encumbrance created on or after Separationpart thereof) or the relevant interest interests in them to Seller or any such Required Asset or Liability to the Company or as it may direct; and designees), and (ii) do to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or procure deliver to be done all Seller (or its designated Affiliates) any monies or checks that have been received by such further reasonable acts Purchaser or things and procure any of its Affiliates following the execution of all such other documents as Closing to the Company may reasonably request for extent they are (or represent the purpose of vesting the relevant interest in such Required Asset or Liability in the Companyproceeds of) an Excluded Asset. (b) Allocated To the extent that right, title or interest to any Acquired Assets on or Allocated Liabilities remaining with prior to the Company If Closing Date, is held by Seller or any of its Affiliates after the legal title to or the beneficial interest in any Allocated Asset or Allocated LiabilityClosing, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purpose purposes of transferring such Acquired Assets (free of any encumbrance created on or after Separationpart thereof) or the relevant interest interests in the Missing Asset them to OpCo Purchaser or Liability to SpinCo or as it may direct; and any such assignee of OpCo Purchaser), and (ii) do or procure to the extent permitted by Law, such Acquired Assets shall be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request held in trust for the purpose applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of vesting its Affiliates following the relevant interest in Closing to the Missing Asset extent they are (or Liability in SpinCorepresent the proceeds of) an Acquired Asset. (c) Employees remaining with Following the Company If Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any employee of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the Company alleges same to the extent, in the case of OpCo Purchaser, that it should transferthey are related to the Business and, in the case of Seller, that they relate to any retained businesses or should have transferredoperations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to SpinCo as part the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the Separation by way receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss this Agreement. If a receiving party in good faith how mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to resolve the issue applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for a period service of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; andprocess purposes. (iiid) in The covenants and agreements of this Section 9 shall survive the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoClosing.

Wrong Pockets. (a) Excluded Assets If, following the Closing, any right, property or Excluded Liabilities transferred asset which, prior to SpinCo If the legal title Closing, was primarily used in, held for use primarily in, or primarily useful in the Covered Business (as compared to other businesses), is found to have been retained in error by any Seller Parent Group Member, the applicable Seller Parent Group Member will deliver, or cause to be delivered, at the beneficial interest applicable Seller Parent Group Member’s sole cost and expense, such right, property or asset (subject to any applicable related liabilities) as soon as reasonably practicable to the Company or an Affiliate thereof designated by Purchaser in writing. If, following the Closing, any Excluded Asset right, property or Excluded Liability asset which, prior to the Closing, was used by a Seller Parent Group Member, but not primarily used in, held for use in, or primarily useful in the Covered Business (as compared to other businesses), is transferred found to or vested have been retained in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of error by the Company, and SpinCo shallthe Company will deliver, or cause to be delivered, at the Company's request’s sole cost and expense, such right, property or asset (subject to any applicable related liabilities) as soon as reasonably practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability to the Company applicable Seller Parent Group Member or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest an Affiliate thereof designated by Seller in such Required Asset or Liability in the Companywriting. (b) Allocated Assets If, following the Closing, Apex Crypto identifies any Intellectual Property Right that (i) was owned by Seller and its Affiliates (other than the Company) as of the Closing, (ii) was Excluded IP (as defined in the IP Assignment Agreement) that was not expressly provided to the Company under the Commercial Agreement or Allocated Liabilities remaining Transition Services Agreement, and (iii) is reasonably required to operate the Covered Business in the same or substantially same manner as it was operated prior to the Closing (“Other IP”), then the Company shall provide written notice to Seller of its request for access to such item of Other IP. Promptly following receipt of such notice from the Company, Seller shall cooperate in good faith with the Company If to determine whether access to such Other IP is reasonably required to operate the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested Covered Business in the Company after Separationsame or substantially same manner as it was operated prior to the Closing, and, if so (any such Other IP, the Company “Agreed Other IP”), the parties shall be deemed make such mutually agreeable arrangements as are reasonable to hold provide access to such asset Agreed Other IP, including under the Commercial Agreement or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCoby standalone license, and at no additional charge unless otherwise mutually agreed in writing by the Company shalland Seller (each such arrangement, at SpinCo's requestlicense or agreement, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCoan “Alternative Arrangement”). (c) Employees remaining with the Company If any employee In consideration of the Company alleges purchase and sale of Purchased Interests hereunder, Seller Parent Group Members hereby agree and covenant on behalf of themselves and future Affiliates and successors (“Seller Parties”), that it should transferneither Seller Parent Group Members nor any Seller Party will assert, or should have transferredauthorize, assist, or encourage any third party to SpinCo as part of the Separation by way assert, against Purchaser Group Members or any Purchaser Group Member’s current or future Affiliates, customers, end users, vendors, business partners, successors, or licensors, any Intellectual Property Rights infringement or other claim regarding any Purchaser Group Member’s use of any Transfer Regulations: (i) Agreed Other IP prior to the Company or SpinCo, when aware of date on which an Alternative Arrangement takes effect in respect thereof to the extent that such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss Agreed Other IP was used in good faith a manner consistent with how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) such Agreed Other IP was used in the absence Covered Business prior to Closing (the “Non-Assert”). Seller Parent Group Members agree that, if they or their business is acquired (whether by merger, stock sale, asset purchase, or any other corporate transaction or reorganization) or if a Seller Parent Group Member undergoes a change of agreement between control, then the Company Non-Assert will remain binding on such Seller Parent Group Members and SpinCo as shall bind any such acquirer or successor to how such Seller Parent Group Members. The parties agree that Purchaser may freely assign or transfer the issue will be resolvedNon-Assert to any Affiliate or successor in connection with a merger, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer stock sale, asset purchase, change of such employee to SpinCo control, or otherwise involve the imposition of any cost other corporate transaction or liability on SpinCoreorganization.

Wrong Pockets. If either Regeneron or Sanofi becomes aware that (ai) Excluded any of the Transferred U.S. Assets or Excluded Liabilities has not been transferred to SpinCo If Regeneron or (ii) any right, record or other asset owned by Sanofi or any of its Affiliates, including any contract, Trademark, Approval, Domain Name, physical inventory, or Regulatory Filing (for clarity, other than any Patents, Know-How or Copyrights) that (A) exclusively relates to the legal title to Existing Praluent Product in the Regeneron Territory, (B) is not contained in the Transferred U.S. Assets and (C) is not otherwise transferred hereunder or under any Ancillary Agreements, in each case ((i) and (ii)) it shall promptly notify the beneficial interest other Party in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of writing and for the benefit of the Company, and SpinCo Parties shall, at the Company's request, as soon as practicable reasonably practicable, take all actions reasonably necessary to ensure that such right, asset or record is assigned and on terms transferred, with any reasonably necessary prior Third Party consent or approval, to Regeneron. Without limiting the foregoing, if either Regeneron or Sanofi becomes aware that no consideration is provided any right, record or other asset owned or Controlled by Sanofi or any person for of its Affiliates that relates (but does not exclusively relate) to the Existing Praluent Product in the Regeneron Territory and has not otherwise been transferred or made available to Regeneron, it shall notify the other Party in writing and the Parties shall take all actions reasonably necessary to provide Regeneron with the benefit of such transfer: Private and Confidential Execution copy (i) execute all such deeds right, record or documents as may be other asset to the extent necessary for the purpose U.S. Praluent Product Business and Sanofi shall provide Regeneron a copy of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability record, which may be redacted as necessary to remove information that does not relate to the Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability Existing Praluent Product in the CompanyRegeneron Territory. Notwithstanding anything to the contrary in this Agreement, this Section 2.6(d) sets forth Regeneron’s sole and exclusive remedy for Sanofi’s inadvertent failure to identify or transfer any Transferred U.S. Asset to Regeneron under this Section 2.6. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCo.

Wrong Pockets. 9.1 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers (a) within twelve (12) months after Completion that any member of the Seller's Group or any of the Target Group Companies respectively holds any asset, right, employee or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall promptly and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or Excluded Liabilities related to the Business are transferred to SpinCo If and assumed by a Target Group Company nominated by the legal title to Purchaser or the beneficial interest Parties shall, as soon as reasonably practicable, use reasonable best efforts, in any compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Excluded Asset or Excluded Liability is Business are transferred to and assumed by a member of the Seller's Group nominated by the Seller, respectively for no or vested in SpinConominal consideration (i.e., SpinCo EUR 1). To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Asset, the Parties shall be deemed use reasonable best efforts to hold procure the required Governmental Authority or third-party consent. Pending receipt of such asset consent and transfer of the Wrong Pocket Asset, the Seller or liability the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal consideration. 9.2 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers within twelve (12) months after Completion that a member of the Seller's Group or any of the Target Group Companies respectively is a party to any contract which relates exclusively to the Excluded Business or the Business respectively (a "Required Wrong Pocket Contract"), then in respect of that Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts, in compliance with applicable law, to execute such deeds and other documents and do all other reasonable acts required to assign, to the extent reasonably possible, the benefit and the burden of such Wrong Pocket Contract as of the Effective Date to the member of the Seller's Group nominated by the Seller or Target Group Company nominated by the Purchaser, respectively for no consideration, provided that any pre-payments made or services delivered (but not paid) under such Wrong Pocket Contract are to be reimbursed or compensated for. To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Contract, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third party consent. Pending receipt of such consent and transfer of the Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Contract as of the Effective Date for no or nominal consideration. 9.3 To the extent that a transfer or assignment of a Wrong Pocket Asset or LiabilityWrong Pocket Contract is not permitted by applicable laws or not permitted or consented by a relevant third party, or to the extent any liability, property, right in or to an asset or contract has been extinguished, disposed or transferred to a third party where it would otherwise have qualified as a Wrong Pocket Asset or Wrong Pocket Contract, the Purchaser and Seller shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant members of the Seller's Group and the relevant Target Group Companies as it would have been had the relevant Wrong Pocket Asset or Wrong Pocket Contract been transferred to, or, vested in, the Target Group Companies or retained by the Seller's Group (as applicable) in accordance with the provisions of this Agreement. 9.4 If in in the period ending six (6) months after Completion any third party pays into an account of any Target Group Company or any account of any member of the Seller's Group that should have been made to an account of a member of the Seller's Group or a Target Group Company respectively, the Parties will procure that such amounts are transferred promptly to the correct recipient. 9.5 Parties hereby explicitly agree and confirm that the Biomedical Business does not form part of the Business of the Target Group and does not form part of any of the rights, contracts or assets purported to be sold under this Agreement. Except as contemplated by any Continuing Agreement, from Completion the Purchaser shall not, and shall procure that its Affiliates (including as from Completion the Target Group Companies) and the JV Company shall not, in any way intentionally use or exploit any of the Intellectual Property Rights and Know-how primarily related to the Biomedical Business, including the Intellectual Property Rights and Know-how described in Schedule 30 (Biomedical IPR) (all such aforementioned Intellectual Property Rights and Know-how, the "Biomedical IPR") on behalf in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the Companyhuman body or animal body. Subject to the foregoing provisions of this Clause 9.5, Seller shall not, and SpinCo shallshall procure that each of its Affiliates (and require that any successor to or acquiror of all or any part of the Biomedical Business or the Biomedical IPR agrees to do the same) as from Completion does not, assert against the Purchaser or any of its Affiliates including, any Target Group Company (or any of its or their customers, toll manufacturers or suppliers) any of the Seller's or Seller's Affiliates' (or any applicable successor's or acquiror's) rights in the Biomedical IPR as existing at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability Signing Protocol Date to the extent used by such Target Group Company or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things in the Business and procure the execution of all such other documents so long as the use by the Purchaser or any of its Affiliates, including any such Target Group Company may reasonably request for (or any of its or their customers, toll manufacturers or suppliers) is outside of the purpose field of vesting the relevant interest in such Required Asset internal, interventional or Liability in the Company. surgical medical use of ultrahigh molecular weight polyethene (band products incorporating ultrahigh molecular weight polyethene or made therefrom) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCothe human body or animal body. Subject to applicable law, the Seller undertakes to not, and shall procure that its Affiliates shall not, grant any third party a license under the Company shallBiomedical IPR as existing at the Signing Protocol Date for use in the field of the Business as conducted at the Signing Protocol Date, at SpinCo's requestit being acknowledged and agreed that nothing limits the Seller or any of its Affiliates in granting any third party a license under the Biomedical IPR in the field of internal, as soon as practicable interventional or surgical medical use of ultrahigh molecular weight polyethene (and on terms that no consideration is provided by any person for such transfer: (iproducts incorporating ultrahigh molecular weight polyethene or made therefrom) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee benefit of the Company alleges that it should transfer, human body or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoanimal body.

Wrong Pockets. (a) Excluded Assets or Excluded Liabilities transferred 18.1 If and to SpinCo If the extent that legal title to or beneficial interest in any Transferred Asset remains vested in any member of the Selling Group after Completion or any member of the Selling Group after Completion has any interest in such Transferred Asset, then: (A) as soon as reasonably practicable after any member of the Selling Group or, as the case may be, any member of the Purchaser’s Group, becomes aware that a Transferred Asset is owned by a member of the Selling Group after Completion, the Seller or, as the case may be, the Purchaser, shall notify the Purchaser or, as the case may be, the Seller, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Selling Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Asset Transfer Price being made, the Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller; [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller’s reasonable control, or it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall): (i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a “TSA Asset”); or (ii) transfer to the Purchaser or a company nominated by the Purchaser a substantially equivalent asset to the relevant Transferred Asset (a “Substitute Asset”) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or (iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties; (E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and (F) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. 18.2 If, and to the extent that, legal title to or beneficial interest in any Excluded Asset is vested in any member of the Purchaser’s Group after Completion or any member of the Purchaser’s Group after Completion has any interest in such Excluded Liability Asset, then: (A) as soon as reasonably practicable after any member of the Purchaser’s Group or, as the case may be, any member of the Selling Group, becomes aware that such Excluded Asset is owned by a member of the Purchaser’s Group after Completion, the Purchaser or, as the case may be, the Seller, shall notify the Seller or, as the case may be, the Purchaser, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall procure that such Excluded Asset is transferred to the Seller or vested a company nominated by the Seller for consideration in SpinCocash equal the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Excluded Asset Transfer Price”) together with, SpinCo shall be deemed against delivery of an appropriate VAT invoice, an amount equal to hold such asset or liability (a "Required Asset or Liability") on behalf of and any VAT for which the benefit relevant member of the Company, Purchaser’s Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Purchaser’s Group) is required to account in respect of such transfer and SpinCo the Seller shall, at or shall procure that the Company's requestnominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser shall pay to the Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.2(B) for which neither the Seller nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Seller or, as soon the case may be, the relevant nominated company is entitled to credit as practicable and on terms that no consideration is provided input tax, as determined by any person for such transfer: Private and Confidential Execution copythe Seller acting in good faith certified by the Seller in writing to the Purchaser; (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after SeparationD) the relevant interest in Seller shall provide such Required Asset or Liability assistance to the Company or Purchaser as the Purchaser may reasonably require to enable it may directto carry out its obligations under this sub-clause 18.2; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after SeparationE) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, parties will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss co-operate in good faith how to resolve ensure that, to the issue for extent possible, the provisions of this sub-clause 18.2 are implemented in a period way which results in the net settlement of 10 Business Days following each of them becoming aware payments as between members of the issue pursuant Selling Group and the Purchaser’s Group. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoomitted portions.

Wrong Pockets. 9.1 If at any time following Completion there is any Asset (which is not a Business Asset) which should have been transferred to or retained by the Seller Group but is held or received by a member of the Purchaser Group (the “Purchaser Group Holder”), 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) Excluded Assets execute and deliver, or Excluded Liabilities transferred to SpinCo If procure the legal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCoexecution and delivery of, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit of the Companyall instruments, and SpinCo shall, at the Company's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds 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 ▇▇▇▇▇▇▇ in writing, and ▇▇▇▇▇▇▇ 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; (free of any encumbrance created on b) do all such further acts or after Separation) things as may be reasonably necessary to validly effect such transfer and vest the relevant interest in such Required Assets in Venator or a member of the Seller Group nominated by ▇▇▇▇▇▇▇; (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 Liability 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 ▇▇▇▇▇▇▇. 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 it may direct; and 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 such Seller Group Holder to promptly, at Venator’s cost: (iia) do execute and deliver, or procure to be done all such further reasonable acts or things and procure the execution of and delivery of, all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liabilityinstruments, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds agreements or documents as may be reasonably necessary for the purpose of transferring the relevant interests in such Assets held by such Seller Group Holder to the Purchaser or a member of the Purchaser Group nominated by the Purchaser for no additional consideration, and the Purchaser shall, and shall procure that each relevant member of the Purchaser Group shall, take all such steps and do all such things as are reasonably necessary to facilitate such transfer; (free of any encumbrance created on b) do all such further acts or after Separation) things as may be reasonably necessary to validly effect such transfer and vest the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest Assets in the Missing Asset Purchaser or Liability in SpinCo. a member of the Purchaser Group nominated by the Purchaser; (c) Employees remaining with ensure that such Seller Group Holder shall where permitted by the Company If terms on which such Seller Group Holder has the right to such Asset, hold such Asset and any employee monies, goods or other benefits arising after Completion by virtue of it, as agent of and trustee for the Purchaser and allow the Purchaser and/or the relevant member of the Company alleges Purchaser Group as the Purchaser so nominated to have full enjoyment and use of such Asset, including to grant a license to such effect; and (d) ensure that it should transfersuch Seller Group Holder shall promptly on receipt pay or deliver such monies, goods or should have transferred, other benefits to SpinCo as part the Purchaser or a member of the Separation Purchaser Group nominated by way the Purchaser. For the avoidance of any Transfer Regulations: (i) doubt, the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware rights of the issue pursuant Purchaser under this Clause 9.2 shall be without prejudice to sub-paragraph (i) above; and (iii) in the absence any of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoits other rights under this Agreement.

Wrong Pockets. (a) Excluded Assets 15.1 If any asset which is not a Business Asset, or Excluded Liabilities any Intellectual Property which is not exclusively related to the Business, has been transferred from any member of the Seller Group to SpinCo If any member of the legal title to Purchaser Group under, or as a result of, any Transaction Document, the beneficial interest in any Excluded Asset or Excluded Liability Purchaser shall procure that such asset is transferred to the Seller (or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit other member of the CompanySeller Group as the Seller may nominate) for no consideration (or, and SpinCo shallto the extent required under Applicable Law, at the Company's request, nominal consideration) as soon as practicable and on terms after becoming aware of the ownership of such assets. 15.2 Save as expressly provided in any Transaction Document, if any member of the Seller Group owns after Completion any Business Asset which should have been transferred to any member of the Purchaser Group as a result of any Transaction Document, the Seller shall procure that such asset is transferred to the Purchaser for no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability or, to the Company or as it may direct; and (iiextent required under Applicable Law, for nominal consideration) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer ownership of such employee assets. 15.3 Without prejudice to SpinCo any other provisions of this Agreement, all moneys or otherwise involve other items belonging to any member of the imposition Purchaser Group which are received by any member of the Seller Group on or after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Seller for the Purchaser and shall be promptly paid over to the Purchaser, excluding any cost amounts received in respect of VAT for which any member of the Seller Group is required to account to a Tax Authority. 15.4 Without prejudice to any other provisions of this Agreement, all moneys or liability other items belonging to any member of the Seller Group which are received by any member of the Purchaser Group on SpinCoor after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Purchaser for the Seller and shall be promptly paid over to the Seller, excluding any amounts received in respect of VAT for which any member of the Purchaser Group is required to account to a Tax Authority.

Wrong Pockets. 13.1 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: (a) Excluded Assets or Excluded Liabilities transferred to SpinCo If are within the legal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCoWhirlpool Agreed Perimeter are, SpinCo shall be deemed to hold such asset or liability (following Completion, held by a "Required Asset or Liability") on behalf of and for the benefit 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 made available to a Group Company, and SpinCo shallor assumed by a Group Company, at from Completion pursuant to the Company's requestCommercial Agreements save for pursuant to a general sweeper provision of any such Commercial Agreement (each such right, as soon as practicable and on terms that no consideration obligation, asset, liability or claim being a “Seller Wrong Pockets Item”) then Whirlpool shall (where the Seller Group Holder is provided by any person for such transfer: Private and Confidential Execution copya 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 deeds agreements or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest 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 such Required Asset or Liability to this Clause 13.1 as the Company or as it may direct“Buyer Group Recipient”); and (ii) use reasonable endeavours to do or procure to be done all such further reasonable acts or things as may be necessary to validly effect the transfer and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting vest the relevant interest in such Required Asset the Seller Wrong Pockets Item (or Liability part thereof) in the Company.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: (bA) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCorelevant Seller shall, and shall procure that the Company Seller Group Holder shall, at SpinCo's request, use reasonable endeavours to obtain that consent or approval as soon as practicable 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 on terms that no consideration is provided by any person responsibility for such transferSeller 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: (ia) procure that the Target Group Holder shall execute all such deeds agreements or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset Target Group Wrong Pockets Item (or Liability part thereof) held by the Target Group Holder to SpinCo a member of the Ardutch Group nominated by ▇▇▇▇▇▇▇ (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 it the “Seller Group Recipient”); and (b) use reasonable endeavours to do all such further acts or things as may directbe 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 procure that the Target Group Holder shall, use reasonable endeavours to obtain that consent or approval as soon as reasonably practicable; and (ii) do pending such consent or procure 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 be done all and responsibility for such further reasonable acts Target Group Wrong Pockets Item (or things part thereof), and procure the execution any monies, goods or other benefits or obligations arising after Completion by virtue of all such other documents it, as SpinCo may reasonably request agent of and trustee for the purpose Seller Group Recipient and allow the Seller Group Recipient to have full enjoyment and use of, and responsibility for, such Target Group Wrong Pockets Item. 13.3 All costs relating to the transfer of vesting the 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 Missing relevant Seller. 13.4 If at any time after Completion, any of the parties identifies an asset which is not within the Agreed Perimeter and is not a Whirlpool Excluded Asset or Liability in SpinCo.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 (b) is not the subject of any of the other Commercial Agreements) (a “Shared Asset”): (ca) Employees remaining with to the Company If any employee of extent such asset can reasonably be separated without material cost or disruption and divided between the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulationsparties: (i) if that Shared Asset is held by a member of the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo Ardutch Group or the CompanyWhirlpool Group, respectivelyArdutch (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, thereoftogether with any obligations or liabilities relating to it, is transferred to the member of the Buyer Group nominated by the Buyer; and (ii) SpinCo 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 Company will discuss in good faith how relevant part, together with any obligations or liabilities relating to resolve it, is transferred to the issue for a period of 10 Business Days following each of them becoming aware member of the issue pursuant to sub-paragraph Ardutch Group or Whirlpool Group (ias applicable) abovenominated by the relevant Seller; and (b) 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 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) in any Whirlpool Excluded Employee is employed by a member of the absence Whirlpool Europe Group after Completion (a “Whirlpool Excluded Wrong Pocket Employee”); or (iv) any Ardutch Excluded Employee is employed by a member of agreement between the Company and SpinCo as to how the issue will be resolvedBuyer Group (a “Ardutch Excluded Wrong Pocket Employee”) after Completion (each being a “Wrong Pocket Employee”, the Company may take such steps as it reasonably determines to resolve employing entity being the issue; provided that no such step “Wrong Pocket Employer” and the entity which should be employing the Wrong Pocket Employee being the “Rightful Employer”), the discovering party shall involve a transfer of such employee to SpinCo or otherwise involve notify the imposition of any cost or liability on SpinCorespective other party without undue delay.

Wrong Pockets. (a) Excluded Assets 16.1 If any asset which is not a Business Asset, or Excluded Liabilities any Intellectual Property which is not exclusively related to the Business, has been transferred from any member of the Seller Group to SpinCo If any member of the legal title to Purchaser Group under, or as a result of, any Transaction Document, the beneficial interest in any Excluded Asset or Excluded Liability Purchaser shall procure that such asset is transferred to the Seller (or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit other member of the CompanySeller Group as the Seller may nominate) for no consideration (or, and SpinCo shallto the extent required under Applicable Law, at the Company's request, nominal consideration) as soon as practicable and on terms after becoming aware of the ownership of such assets. 16.2 Save as expressly provided in any Transaction Document, if any member of the Seller Group owns after the Applicable Completion any Business Asset which should have been transferred to any member of the Purchaser Group as a result of any Transaction Document, the Seller shall procure that such asset is transferred to the Purchaser for no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in such Required Asset or Liability or, to the Company or as it may direct; and (iiextent required under Applicable Law, for nominal consideration) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Company. (b) Allocated Assets or Allocated Liabilities remaining with the Company If the legal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer ownership of such employee assets. 16.3 Without prejudice to SpinCo any other provisions of this Agreement, all moneys or otherwise involve other items belonging to any member of the imposition Purchaser Group which are received by any member of the Seller Group on or after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Seller for the Purchaser and shall be promptly paid over to the Purchaser, excluding any cost amounts received in respect of VAT for which any member of the Seller Group is required to account to a Tax Authority. 16.4 Without prejudice to any other provisions of this Agreement, all moneys or liability other items belonging to any member of the Seller Group which are received by any member of the Purchaser Group on SpinCoor after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Purchaser for the Seller and shall be promptly paid over to the Seller, excluding any amounts received in respect of VAT for which any member of the Purchaser Group is required to account to a Tax Authority.

Wrong Pockets. (a) Excluded Assets 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 Excluded Liabilities any other member of the Purchaser's Group which should not have been transferred pursuant to, or in order to give effect to, the provisions of this Agreement or any assets of the Companies which should have transferred pursuant to the Reorganisation or pursuant to or in order to give effect to the provisions of this Back to Contents Agreement have not been transferred to SpinCo If the legal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the benefit relevant member of the CompanyICI Group, and SpinCo shallthen the Purchaser shall do, at or procure the Company's requestdoing of, as soon as practicable and on terms that no consideration is provided by any person for such transfer: Private and Confidential Execution copy (i) execute all such deeds or documents things as may be necessary for required to retransfer (or, in the purpose of transferring (free case of any encumbrance created on or after Separationsuch assets owned by the Companies to transfer) any such asset to the relevant interest in such Required Asset or Liability to the Company Business Seller or as it may direct; and (ii) do or procure to Ergon shall otherwise direct provided always that Ergon shall be done responsible for all such further reasonable acts or things costs and procure the execution of all such other documents as the Company may reasonably request for the purpose of vesting expenses incurred by the relevant interest member of the Purchaser's Group in giving effect to such Required Asset retransfer (or Liability in the Companytransfer). (b) Allocated Assets Notwithstanding Clause 20.2(a) above, if the Purchaser or Allocated Liabilities remaining 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 Company If basis for Ergon's assertion) that such asset(s) should not have been transferred pursuant to, or in order to give effect to, the legal title provisions of this Agreement or any assets of the Companies which should have transferred pursuant to the Reorganisation or pursuant to or in order to give effect to the beneficial interest provisions of this Agreement have not been transferred to the relevant member of the ICI Group provided that nothing in this Clause 20.2(b) shall require Ergon to make a payment to the Purchaser or any Allocated Asset or Allocated Liability, remains vested in member of the Company after SeparationPurchaser's Group unless immediately following such payment, the Company shall be deemed to hold such asset Purchaser or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, and the Company shall, at SpinCo's request, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (i) execute all such deeds or documents as may be necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant interest in the Missing Asset or Liability to SpinCo or as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee member of the Company alleges that it should transfer, Purchaser's Group shall at the cost and expense of Ergon transfer to Ergon any assets directly resulting from such investment by the Purchaser or should have transferred, to SpinCo as part relevant member of the Separation by way of Purchaser's Group attributable to such payment. Nothing under this Clause 20.2 shall affect any Transfer Regulations: (i) Intellectual Property scheduled as assigned to the Company or SpinCo, when aware of such allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (ii) SpinCo and the Company will discuss in good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) in the absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such employee to SpinCo or otherwise involve the imposition of any cost or liability on SpinCoPurchaser hereunder.