Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any time after Transferred Asset remained with (or comes into the Closing Date possession or the Deferred Closing Date, as applicable, Seller receipt of) FCB or any Selling Subsidiary of its Subsidiaries (other than a Miraclon Entity any Group Company), FCB shall or a shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Subsidiary) holds any Purchased Asset as soon as possible to TopCo or Assumed Liability, Seller shall (i) promptly notify Purchaser, its designated Subsidiary and (ii) transferany Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause each to be transferred), for no additional consideration, such Selling Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, shall accept any such Purchased Asset or Assumed Excluded Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after Upon the Closing Date or terms and conditions set forth in this Agreement, if, following the Deferred Closing DateClosing, as applicable, Purchaser or any Purchaser Affiliate holds (i) any Excluded Asset has transferred to (or Retained Liabilitycomes into the possession or receipt of) any Group Company, then Purchaser TopCo shall (i) promptly notify Selleror shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) as promptly as reasonably practicableany Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, at no cost, transfer, FCB shall or shall cause its applicable Subsidiary to transfer (or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiarybe transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any transfer of a Purchased Assetmonies, Assumed Liabilitydeposits, Excluded Asset, checks or Retained Liability is made pursuant to Section 2.5(a) other receivables that are received by FCB or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, its Subsidiaries to the extent permitted by applicable Lawsthey are (or represent the proceeds of) the Business. The Parties Following the Closing, TopCo shall use commercially reasonable efforts and shall cause its Subsidiaries to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view promptly pay or deliver to ensuring FCB or its designated Subsidiary any monies, deposits, checks or other receivables that from an economic standpoint are received TopCo or its Subsidiaries to the relevant transfer is neutral for extent they are (or represent the Partiesproceeds of) the Retained Business.

Wrong Pockets. (a) If at any time after To the extent that, during the period starting on the Closing Date or and ending on the Deferred date that is three (3) years following the Closing Date, as applicableBuyer, Parent or Seller discovers that any properties, assets or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall rights: (i) not intended to be directly or indirectly transferred to Buyer or an Acquired Company pursuant to the transactions contemplated hereby were transferred (or held by the Acquired Companies) at the Closing (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (at Seller’s cost and expense) (A) promptly notify Purchaserassign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (B) pending such transfer, (1) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (2) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; or (ii) intended to be directly or indirectly transferred to Buyer or an Acquired Company pursuant to the transactions contemplated hereby were not transferred (or held by the Acquired Companies) at the Closing (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (at Seller’s cost and expense) (A) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (B) pending such transfer, (1) hold in trust such Omitted Asset and provide to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate its designated by Purchaser, any such Purchased Asset or Assumed Liabilityassignee all of the benefits associated with the ownership of the Omitted Asset, and until (2) cause such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Omitted Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountused or retained as may be reasonably instructed by Buyer. (b) If at any time after If, following the Closing Date or the Deferred Closing DateClosing, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify SellerBuyer or any Affiliate of Buyer receives any payment that is for the account of Seller or any of its Subsidiaries with respect to the Retained Business or otherwise according to the terms of this Agreement, Buyer shall (or shall cause to be remitted) promptly, and in any event no later than seven (ii7) as promptly as reasonably practicablebusiness days after the receipt thereof, at no cost, transfer, remit such funds to Seller or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary an entity designated by Seller (other than a Miraclon Entity and such payment shall be held for the benefit of Seller until such payment is remitted to Seller or a Transferred Subsidiaryan entity designated by Seller), or (ii) Seller or any such Excluded Asset of its Subsidiaries receives any payment that is for the account of Buyer or Retained Liabilityany Affiliate of Buyer with respect to the Business or otherwise according to the terms of this Agreement, Seller shall (or shall cause to be remitted) promptly, and in any event no later than seven (7) business days after the receipt thereof, remit such funds to Buyer or an entity designated by Buyer (and such payment shall be held for the benefit of Buyer until such time, Purchaser payment is remitted to Buyer or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountan entity designated by Buyer). (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If If, following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been transferred to an AMP Entity in error, AMPSA shall cause the applicable AMP Entity to transfer, at AGSA’s cost, such right, property, asset (and any time after related Liability) or Liability as soon as reasonably practicable to the Closing Date AGSA Retained Subsidiary designated by AGSA, and AGSA shall cause the applicable AGSA Retained Subsidiary to accept such right, property, asset (and any related Liability) or the Deferred Closing DateLiability, as applicable. If, Seller following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been retained by any AGSA Retained Subsidiary in error, AGSA shall, or shall cause the applicable AGSA Retained Subsidiary to, transfer, at AGSA’s cost, such right, property, asset (and any related Liability) or Liability as soon as reasonably practicable to the AMP Entity designated by AMPSA, and AMPSA shall cause the applicable AMP Entity to accept such right, property, asset (and any related Liability) or Liability, as applicable. Each party hereto shall give prompt written notice to the other party hereto if any AGSA Retained Subsidiary, on the one hand, or any Selling AMP Entity, on the other hand, discovers that any such right, property or Liability has been transferred to an AMP Entity in error or retained by an AGSA Retained Subsidiary in error. (other than a Miraclon Entity or a Transferred Subsidiaryb) holds any Purchased Asset or Assumed LiabilityIf, Seller shall following the AMP Closing (i) promptly notify Purchaserincluding following the completion of the conveyance, and (ii) transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been transferred to an AGSA Retained Subsidiary in error, AGSA shall cause each such Selling the applicable AGSA Retained Subsidiary to transfer, at no AGSA’s cost, such right, property, asset (and any related Liability) or Liability as promptly soon as reasonably practicable, practicable to Purchaser, or an Affiliate the AMP Entity designated by Purchaser, any such Purchased Asset or Assumed LiabilityAMPSA, and until AMPSA shall cause the applicable AMP Entity to accept such timeright, Seller property, asset (and any related Liability) or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing DateLiability, as applicable. If, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall following the AMP Closing (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no costincluding following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been retained by any AMP Entity in error, AMPSA shall, or shall cause the relevant Purchaser Affiliate to applicable AMP Entity to, transfer, at AGSA’s cost, such right, property, asset (and any related Liability) or Liability as soon as reasonably practicable to any Selling the AGSA Retained Subsidiary designated by Seller AGSA, and AGSA shall cause the applicable AGSA Retained Subsidiary to accept such right, property, asset (and any related Liability) or Liability, as applicable. Each party hereto shall give prompt written notice to the other than a Miraclon Entity party hereto if any AMP Entity, on the one hand, or a Transferred any AGSA Retained Subsidiary), on the other hand, discovers that any such Excluded Asset right, property or Retained Liability, and until such time, Purchaser Liability has been transferred to an AGSA Entity in error or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountretained by an AMP Entity in error. (c) If any transfer Following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Purchased Delayed Transfer Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration unless otherwise provided in the Services Agreement, each of AGSA and AMPSA shall be provided cause the AGSA Retained Subsidiaries or the AMP Entities, respectively, to promptly pay or deliver to the other party hereto (or its designees) any Person in respect to monies, deposits, checks or other receivables that are received by such transferparty (or the AGSA Retained Subsidiaries or AMP Entities, as applicable) to the extent permitted they are (or represent the proceeds of) the AMP Business (to the extent received by applicable Laws. The Parties shall use commercially reasonable efforts an AGSA Retained Subsidiary) or the AGSA Retained Business (to structure such transfer in the extent received by an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the PartiesAMP Entity).

Wrong Pockets. (a) If at any time In the event that, after the Closing Date or the Deferred Closing Date, as applicableClosing, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds of its Affiliates receives any payment related to any Purchased Asset Asset, Seller shall use (and shall cause its Affiliates to use) commercially reasonable efforts to remit any such payment by Wire Transfer within five Business Days (or cause to be so remitted within five Business Days) such funds to Buyer, but in any event such funds shall be remitted to Buyer as soon as possible thereafter. (b) In the event that, after the Closing, Buyer or any its Affiliates receives any payment related to any Excluded Assets, Buyer shall use (and shall cause its Affiliates to use) commercially reasonable efforts to remit any such payment by Wire Transfer within five Business Days (or cause to be so remitted within five Business Days) such funds to Seller, but in any event such funds shall be remitted to Seller as soon as possible thereafter. (c) In the event that, after the Closing, Seller or any of its Affiliates pays or discharges an Assumed Liability, Buyer shall (and shall cause its Affiliates to) reimburse Seller or such Affiliate for any amount so paid or discharged promptly (and in any event within five Business Days) following the request from Seller or such Affiliate, accompanied by reasonable documentation for payment. (d) In the event that, after the Closing, Buyer or any of its Affiliates pays or discharges a Retained Liability, Seller shall (iand shall cause its Affiliates to) reimburse Buyer or such Affiliate for any amount so paid or discharged promptly notify Purchaser(and in any event within five Business Days) following the request from Buyer or such Affiliate, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated accompanied by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability reasonable documentation for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountpayment. (be) If at Subject to Section 5.7, in the event that record or beneficial ownership or possession of any time property, right, Contract or other asset constituting a Purchased Asset is held by Seller or its Affiliates on or after the Closing Date or the Deferred Closing Date, as applicableat Buyer’s request, Purchaser or Seller shall, subject to applicable Law and the terms of any Purchaser Affiliate holds any Excluded Asset or Retained Liabilityrelevant Contract, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure transfer (or cause to be transferred) to Buyer or a designated Affiliate thereof such property, right, Contract or asset for no or nominal value; provided that pending such transfer, subject to applicable Law and the terms of any relevant Contract, Seller shall, or shall cause its Affiliates to, (i) operate or retain such property, right Contract or asset as may reasonably be instructed by Buyer and (ii) provide Buyer all of the rights and benefits and obligations and burdens associated with the ownership and operation thereof. (f) In the event that record or beneficial ownership or possession of any property, right, Contract or other asset constituting an Excluded Asset is held by Buyer or its Affiliates on or after the Closing Date, at Seller’s request, and subject to applicable Law and the terms of any relevant Contract, Buyer shall use (and shall cause its Affiliates to use) commercially reasonable efforts to transfer in an equitable manner (or cause to be transferred) to Seller or a designated Affiliate thereof such property, right, Contract or asset for both no or nominal value; provided that pending such transfer, subject to applicable Law and the terms of any relevant Contract, Buyer shall, or shall cause its Affiliates to, (i) operate or retain such property, right Contract or asset as may reasonably be instructed by Seller and Purchaser including from legal (ii) provide Seller all of the rights and Tax perspectives benefits and obligations and burdens associated with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Partiesownership and operation thereof.

Wrong Pockets. (a) If at If, following the Closing, NewCo, Parent, Purchaser or their respective Affiliates identify any time after assets or liabilities owned by any of Parent or its Affiliates that as of the Closing Date should have been a Transferred Asset or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Assumed Liability but was not transferred by such Parent Entity to NewCo or a Transferred Subsidiary) holds any Purchased Asset Subsidiary at or Assumed Liabilityprior to the Closing (including as part of the Pre-Closing Reorganization), Seller shall then (i) in the case of a Transferred Asset, Parent agrees to promptly notify PurchaserTransfer or cause to be Transferred such Transferred Asset to NewCo or such Subsidiary of NewCo as NewCo may designate, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or in the case of an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, NewCo agrees to promptly assume or cause one of its Subsidiaries to assume such Assumed Liability, in each case, for no additional consideration, and in the case of any Transferred Asset the Transfer of which by Parent or its Affiliates to NewCo or a Transferred Subsidiary requires a Required Consent, Parent and NewCo shall use their respective commercially reasonable efforts to make or obtain such Required Consent, the Transfer of such asset shall not be completed until the required notices or approvals have been made or obtained, and, if requested by NewCo, Parent and NewCo will implement a Delayed Transferred Asset Arrangement with respect to such time, Seller or the relevant Selling Subsidiary shall hold asset pending receipt of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountRequired Consent. (b) If at any time after If, following the Closing Date Closing, Parent, NewCo or the Deferred Closing Date, as applicable, Purchaser identifies an asset or a liability held by NewCo or any Purchaser Affiliate holds any of its Subsidiaries that it believes in good faith should have been an Excluded Asset or Retained Excluded Liability, as the case may be, then Purchaser shall (i) in the case of an Excluded Asset, NewCo agrees to promptly notify SellerTransfer or cause to be Transferred such Excluded Asset to Parent, and (ii) as in the case of an Excluded Liability, Parent agrees to promptly as reasonably practicable, at no cost, transfer, assume or cause the relevant Purchaser Affiliate one of its Subsidiaries to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any assume such Excluded Asset or Retained Liability, and until such timein each case, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountno additional consideration. (c) If any transfer Any asset or liability that constitutes a Transferred Asset or Transferred Liability for purposes of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a1.8(a) or Section 2.5(b), no consideration shall be provided treated as having been Transferred to NewCo (or any Person in respect to such transferapplicable Transferred Subsidiary or Transferred Joint Venture) for U.S. federal (and applicable state or local) Income Tax purposes before the Closing Date, to the maximum extent permitted allowable by applicable LawsLaw. The Parties Any asset or liability that constitutes an Excluded Asset or Excluded Liability for purposes of Section 1.8(b) shall use commercially reasonable efforts be treated as having never been Transferred to structure such transfer in an equitable manner NewCo, the applicable Transferred Subsidiary or Transferred Joint Venture for both Seller U.S. federal (and Purchaser including from legal and applicable state or local) Income Tax perspectives with a view purposes, to ensuring that from an economic standpoint the relevant transfer is neutral for the Partiesmaximum extent allowable by applicable Law.

Wrong Pockets. (a) If at If, in the one year period following Closing, Buyer or Seller becomes aware that Buyer or any time after of its Affiliates (including the Transferred Entities) owns any asset or rights which in the twelve (12) months prior to Closing Date had been primarily or exclusively used in conduct of the Deferred Closing Date, as applicable, business of Seller or any Selling Subsidiary Person who was an Affiliate of Seller as at Closing (other than a Miraclon Entity the Business), such party shall immediately inform the other party of that fact. Thereafter, at the request of Seller, Buyer undertakes to execute and/or procure that the relevant Affiliate(s) of Buyer execute, such documents as may be reasonably necessary to procure the transfer of any such asset or a Transferred Subsidiaryright to Seller or such other entities nominated by Seller at Seller’s sole cost and expense (but, for the avoidance of doubt, for no other consideration) holds any Purchased Asset or Assumed Liability, and Seller shall (i) promptly notify Purchaserdo all such things as are reasonably necessary to facilitate such transfer. If, and (ii) transferfollowing the Closing, Buyer receives any payments in respect of accounts receivable of the business of Seller or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or any Person who was an Affiliate designated by Purchaserof Seller as at Closing (other than the Business), any Buyer shall promptly remit such Purchased Asset or Assumed Liability, and until such time, payments to Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaserother entity nominated by Seller at Seller’s benefit sole cost and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountexpense. (b) If at any time after If, in the Closing Date one year period following Closing, Buyer or the Deferred Closing Date, as applicable, Purchaser Seller becomes aware that Seller or any Purchaser Affiliate holds of its Affiliates owns any Excluded Asset assets or Retained Liabilityrights that are Business Assets, then Purchaser other than those excluded assets or rights described in Section 2.20 or Section 2.21 of the Seller Disclosure Letter, but which have not been transferred to Buyer as a result of the transactions hereunder, such party shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicableimmediately inform the other party of that fact. Thereafter, at no costthe request of Buyer, transfer, or cause Seller undertakes to execute and/or procure that the relevant Purchaser Affiliate Affiliate(s) of Seller execute such documents as may be reasonably necessary to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), procure the transfer of any such Excluded Asset asset or Retained Liability, and until such time, Purchaser right to Buyer or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for any other entities nominated by Buyer at Seller’s benefit sole cost and account expense and manage for no consideration and operate Buyer shall do all such Excluded Asset things as are reasonably necessary to facilitate such transfer. If, following the Closing, Seller receives any payments in respect of accounts receivable of the Business, Seller shall promptly remit such payments to Buyer or Retained Liability for other entity nominated by Buyer at Seller’s benefit sole cost and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountexpense. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If From and after the Closing, if any Seller Company or any of their respective Affiliates receives or collects any funds relating to any Purchased Asset or due to any Acquired Company, such Seller Company or such Affiliate shall remit such funds to Buyer after its receipt thereof within five (5) Business Days. (b) From and after the Closing, if Buyer or any of its Affiliates receives or collects any funds that are not a Purchased Asset or are not due to an Acquired Company and are otherwise due to the Seller Companies or any of their Affiliates, Buyer or such Affiliate shall remit such funds to Seller Company within twenty (20) Business Days after its receipt thereof. (c) If, at any time after the Closing Date Closing, any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to an Excluded Liability, then, at Parent’s expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller Company or the Deferred appropriate Affiliate of the Seller Companies such Excluded Asset or Excluded Liability; (ii) the appropriate Seller Company or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Parent and Buyer shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to the appropriate Seller Company or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (d) If, as applicableat any time after the Closing, any asset held by a Seller Company or any Selling Subsidiary (other than its Affiliates is ultimately determined to be a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or a Seller Company or any of its Affiliates is found to be subject to an Assumed Liability, Seller shall then, at Buyer’s expense, (i) promptly notify Purchaser, such Seller Company shall return or transfer and convey (iiwithout further consideration) transfer, to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an the appropriate Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Parent and Buyer shall, and until shall cause their appropriate Affiliates to, execute such time, Seller documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the relevant Selling Subsidiary shall hold transfer of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate back to Buyer or its appropriate Affiliate, in each case such Purchased Asset that each Party is put into the same economic position as if such action had been taken on or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated prior to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If From and after the Closing, if any Seller or any of their respective Affiliates receives or collects any funds relating to any Purchased Asset, including for the avoidance of doubt any Included Annual Contract Accounts pursuant to Section 2.1(a)(x), or any Post-Closing Accounts Receivable, such Seller or such Affiliate shall remit such funds to Buyer within five (5) Business Days after its receipt thereof. (b) From and after the Closing, if Buyer or any of its Affiliates receives or collects any funds that are not a Purchased Asset or any Pre-Closing Accounts Receivable and are otherwise due to Sellers or any of their Affiliates, Buyer or such Affiliate shall remit such funds to Rubicon Tech Holdings within five (5) Business Days after its receipt thereof. (c) If, at any time within twelve (12) months after the Closing, any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to a Excluded Liability, then, at Sellers’ expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller or the appropriate Affiliate of Sellers such Excluded Asset or Excluded Liability; (ii) the appropriate Seller or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Sellers and Buyer shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to the appropriate Seller or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (d) If, at any time after the Closing Date Closing, any asset held by a Seller or the Deferred Closing Date, as applicable, its Affiliates is ultimately determined to be a Purchased Asset or a Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or of its Affiliates is found to be subject to an Assumed Liability, Seller shall then, at Buyer’s expense, (i) promptly notify Purchaser, such Seller shall return or transfer and convey (iiwithout further consideration) transfer, to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an the appropriate Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Sellers and Buyer shall, and until shall cause their appropriate Affiliates to, execute such time, Seller documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the relevant Selling Subsidiary shall hold transfer of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate back to Buyer or its appropriate Affiliate, in each case such Purchased Asset that each Party is put into the same economic position as if such action had been taken on or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated prior to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at any time after the Closing Date either Regeneron or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall Sanofi becomes aware that (i) promptly notify Purchaserany of the Transferred U.S. Assets has not been transferred to 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 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)) transfer, or cause each such Selling Subsidiary to transfer, at no costit shall promptly notify the other Party in writing and the Parties shall, as promptly soon as reasonably practicable, take all actions reasonably necessary to Purchaserensure that such right, asset or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, record is assigned and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and accounttransferred, with all gainsany reasonably necessary prior Third Party consent or approval, incometo Regeneron. Without limiting the foregoing, Lossesif either Regeneron or Sanofi becomes aware that any right, Liabilities and Taxes record or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date asset owned or the Deferred Closing Date, as applicable, Purchaser Controlled by Sanofi or any Purchaser Affiliate holds any Excluded Asset 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 Retained Liabilitymade available to Regeneron, then Purchaser it shall (i) promptly notify Sellerthe other Party in writing and the Parties shall take all actions reasonably necessary to provide Regeneron with the benefit of such right, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes record or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, asset to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral necessary for the PartiesU.S. Praluent Product Business and Sanofi shall provide Regeneron a copy of such record, which may be redacted as necessary to remove information that does not relate to the Existing Praluent Product in the Regeneron 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.

Wrong Pockets. To the extent that following the Closing, Seller or Purchaser discover that any Asset: (a) If at any time not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing Date or the Deferred Closing Date(each such Asset, as applicablea “Held Asset”), Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed LiabilityPurchaser shall, Seller and shall cause its Affiliates to, at Seller’s cost (i) promptly notify Purchaserassign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate its designated by Purchaser, any such Purchased Asset or Assumed Liabilityassignee all of the benefits associated with the ownership of the Held Asset, and until (B) cause such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Held Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account.used or retained as may be reasonably instructed by Seller; and (b) If at any time intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not transferred at, prior to or after the Closing Date or the Deferred Closing Date(each such Asset, as applicablean “Omitted Asset”), Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained LiabilitySeller shall, then Purchaser and shall cause its Affiliates to, at Seller’s cost, (i) promptly notify Sellerassign and transfer all right, title and interest in such Omitted Asset to Purchaser or its designated assignee without delivery of any incremental consideration therefor, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to pending such transfer, (A) hold in trust such Omitted Asset and provide to Purchaser or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Purchaser. For the avoidance of doubt, the provisions of this Section 6.10 shall not limit or otherwise prejudice any other rights or remedies of Purchaser under this Agreement. In no event shall Purchaser or any of its Affiliates be responsible for any fees or costs associated with transferring or assigning any right, title or interest in such Held Asset or Omitted Asset. In the event that Seller consolidates or merges with or into any Person, then and in each such case, Seller shall ensure that the successors and assigns of the applicable Person(s), as applicable, assume the obligations set forth in this Section 6.10. Notwithstanding anything to the extent permitted contrary herein, in no event, shall Seller or its respective Subsidiaries sell any Omitted Assets by applicable Laws. The Parties shall use commercially reasonable efforts to structure such way of an asset transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Partiesor similar transaction.

Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Closing: (i) Seller or any Selling Subsidiary of its Affiliates receives (A) any refund or other than amount which is a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liabilityis otherwise properly due and owing to Buyer in accordance with the terms of this Agreement or (B) any refund or other amount which is related to Business or the Purchased Assets for which Xxxxx is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Buyer in accordance with the terms of this Agreement, Seller shall (i) promptly notify Purchasershall, and shall cause its Affiliates to, promptly remit, or shall cause to be remitted, such amount to Buyer; or (ii) transferBuyer or any of its Affiliates receives (A) any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any Affiliate thereof in accordance with the terms of this Agreement, or (B) any refund or other amount which is related to claims or other matters for which Xxxxxx is responsible hereunder, and which amount is not a Purchased Asset, or cause each such Selling Subsidiary is otherwise properly due and owing to transferSeller or any Affiliate thereof in accordance with the terms of this Agreement, at no cost, as Buyer promptly as reasonably practicable, to Purchasershall remit, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated cause to be for Purchaser’s accountremitted, such amount to Seller. (b) If at any time after the Closing Date Closing, Buyer or the Deferred Closing Dateany of its Affiliates shall identify, receive or otherwise possess any asset or liability that should belong to Seller or any of its Affiliates pursuant to this Agreement (any such asset, a “Later Identified Excluded Asset”, and any such liability, a “Later Identified Excluded Liability”), Buyer shall, promptly notify Seller in writing of such Later Identified Excluded Asset or Later Identified Excluded Liability and transfer, convey, assign and deliver to Seller, or cause to be transferred, conveyed, assigned, or delivered to Seller, for no additional consideration, such asset or liability to Seller or its Affiliates, as applicable. Such Later Identified Excluded Assets or Later Identified Excluded Liability will be deemed to have been assets or liabilities of Seller for purposes of this Agreement and any applicable Transaction Document, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) effective as promptly as reasonably practicable, at no cost, of the date of transfer, or cause the relevant Purchaser Affiliate conveyance, assignment and delivery to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If at any time after the Closing, any Seller Party or any of its Affiliates shall identify, receive or otherwise possess any asset or liability that should belong to Buyer or any of its Affiliates pursuant to this Agreement (any such asset, a “Later Identified Purchased Asset”, and any such liability, a “Later Identified Assumed Liability”), such Seller shall promptly notify Buyer in writing of such Later Identified Purchased Asset or Later Identified Assumed Liability and transfer, convey, assign and deliver to Buyer, or cause to be transferred, conveyed, assigned, or delivered to Buyer, for no additional consideration, such asset or liability to Buyer or its Affiliates, as applicable. Such Later Identified Purchased Asset or Later Identified Assumed Liability will be deemed to have been assets or liabilities of Buyer for purposes of this Agreement and any applicable Transaction Document, effective as of the date of transfer, conveyance, assignment and delivery to Buyer. (d) Prior to any such transfer of a Later Identified Excluded Assets or Later Identified Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made Assets pursuant to Section 2.5(a5.4(b) or and Section 2.5(b5.4(c), no consideration Seller and Buyer agree that the Person receiving or possessing such assets shall hold such assets in trust for the Person to whom such assets should rightfully belong pursuant to this Agreement. All right, title and interest in such assets shall be provided conveyed to the rightful owner at the time of transfer, and such assets will be deemed to have been the assets of the rightful owner for purposes of this Agreement and any applicable Transaction Document, effective as of the date of transfer, conveyance, assignment or delivery. (e) If at any time there exist (i) assets that any Party discovers were, contrary to the agreements among the Parties, by mistake or unintentional or other omission, transferred to Buyer or retained by Seller or any of their respective Affiliates, or (ii) liabilities that any Party discovers were, contrary to the agreements among the Parties, by mistake or unintentional or other omission, assumed by Buyer or retained by Seller or any of their respective Affiliates, then the Parties shall cooperate in good faith to effect the transfer or retransfer of such misallocated assets, and/or the assumption or reassumption of misallocated liabilities, to or by the appropriate Person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties with respect to the assets to be transferred to or liabilities to be assumed by Buyer or retained by Seller or any of their respective Affiliates. Each Party shall reimburse any other Party or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any Person in respect of the assets transferred or any of the liabilities assumed or retained pursuant to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Partiesthis Section 5.4(e).

Wrong Pockets. (a) If at Notwithstanding any time after other provision of this Agreement, if Parent becomes aware that any asset, right or property exclusively related to the Closing Date or the Deferred Closing Date, as applicable, Seller Business is held by Parent or any Selling Subsidiary of its Affiliates, then Parent shall within thirty (other than a Miraclon Entity 30) days of becoming aware of such circumstance, use commercially reasonable efforts to transfer from Parent or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary one of its Affiliates to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset one of its Affiliates such assets, rights or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transferproperties and, to the extent permitted by Law, such asset, right or property shall be held in trust for Purchaser or relevant Affiliate of Purchaser pending such transfer. Until such time that Parent transfers any such asset, property or Intellectual Property Right to Purchaser, Parent hereby grants to Purchaser and its Affiliates, effective as of the Closing Date (and to the extent such concept is applicable Laws. The Parties to the relevant asset, property or Intellectual Property Right), a non-exclusive, royalty-free, fully paid-up, worldwide, sub-licensable and transferrable right and license to fully use, practice and otherwise exploit the applicable asset, property or Intellectual Property Right, and a covenant not to sxx with respect to the foregoing activities. (b) Notwithstanding any other provision of this Agreement, if Purchaser becomes aware that any asset, right or property exclusively related to the Retained Business is held by Purchaser or any of its Affiliates then, Purchaser shall within thirty (30) days of becoming aware of such circumstance use commercially reasonable efforts to structure transfer from Purchaser or one of its Affiliates to Parent or one of its Affiliates such transfer assets, rights or properties and, to the extent permitted by Law, such asset, right or property shall be held in trust for Parent or relevant Affiliate of Parent pending such transfer. Until such time that Purchaser transfers such asset, property or right that is an equitable manner for both Seller Intellectual Property Right to Parent, Purchaser hereby grants to Parent and Purchaser including from legal its Affiliates, effective as of the Closing Date (and Tax perspectives with a view to ensuring that from an economic standpoint the extent such concept is applicable to the relevant transfer Intellectual Property Right), a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sub-licensable and transferable right and license to fully use, practice and otherwise exploit the applicable asset, property or right, and a covenant not to sxx with respect to the foregoing activities. (c) Each party shall act in good faith to notify the other party promptly following the first party or its Affiliates becoming aware of any asset, right or property exclusively relating to the Business or the Retained Business, as applicable, that is neutral for the Partiessubject to Section 5.24(a) or Section 5.24(b).

Wrong Pockets. (a) If at To the extent that right, title or interest to any time after the Closing Date Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Deferred Closing DateReal Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), (i) 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 purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchasersuch designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer, or cause each . Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated Purchaser and/or any of its Affiliates in connection with the transfer contemplated by Purchaser, any such Purchased Asset or Assumed Liabilitythis Section 9. Each Purchaser shall, and until shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such time, Seller Purchaser or any of its Affiliates following the relevant Selling Subsidiary shall hold such Purchased Asset Closing to the extent they are (or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountrepresent the proceeds of) an Excluded Asset. (b) If at To the extent that right, title or interest to any time Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing Date Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or the Deferred Closing Dateany 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 purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Sellersuch assignee of OpCo Purchaser), and (ii) as to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly as reasonably practicable, at no cost, transfer, pay or cause deliver to the relevant applicable Purchaser Affiliate to transfer, to (or its designated Affiliates) any Selling Subsidiary designated monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountrepresent the proceeds of) an Acquired Asset. (c) If Following the 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 transfer of a Purchased Assettheir respective officers or directors, Assumed Liabilitysuch receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or Retained Liability is made pursuant otherwise deliver such mail, packages or other communications (or to Section 2.5(athe extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or Section 2.5(b)the OpCo Assumed Liabilities, no consideration shall be provided to on the one hand, and any Person in respect to such transferretained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the extent permitted by 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 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 Lawsparty at the address listed in Section 25 of this Agreement. If a receiving party in good faith 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 the applicable party at the address listed in Section 25 of this Agreement. The Parties provisions of this Section 9(c) are not intended to, and shall use commercially reasonable efforts not be deemed to, constitute an authorization by any party or its Affiliates to structure such transfer in an equitable manner 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 both Seller service of process purposes. (d) The covenants and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint agreements of this Section 9 shall survive the relevant transfer is neutral for the PartiesClosing.

Wrong Pockets. (a) If at any time after If, between the Closing Date or and the Deferred later of (x) the date that is three months after Summit’s filing of its 10-K in respect of the fiscal year ending in which the Closing Dateoccurs and (y) the date that is the one year anniversary of the Closing, as applicablethe Argos Parties, Seller Cementos or any Selling Subsidiary of its or their respective Affiliates shall retain, receive or otherwise possess any asset, property, Contract or business (including any current asset or account receivable) (other than a Miraclon Entity or a Transferred Subsidiarythe Excluded Properties) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaserthat was included in the final calculation of Closing Cash or as a current asset in Closing Net Working Capital, and or (ii) is primarily related to the Business, Cementos shall notify Summit and, at Summit’s election, Cementos shall or shall cause its Subsidiaries to, promptly transfer, or cause to be transferred, such asset, property, Contract or business to the ANAC Companies or Summit, in each such Selling Subsidiary to transfercase free and clear of all Liens (except for Permitted Liens), at no cost, as promptly as reasonably practicable, cost to Purchaser, Summit or an Affiliate designated by Purchaser, any of its Affiliates. Prior to any such Purchased Asset transfer, the Person then holding or Assumed Liabilitypossessing such asset, and until such time, Seller property or the relevant Selling Subsidiary business shall hold such Purchased Asset or Assumed Liability asset in trust for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountSummit. (b) If at any time after If, between the Closing Date and the later of (x) the date that is three months after Summit’s filing of its 10-K in respect of the fiscal year ending in which the Closing occurs and (y) the date that is the one year anniversary of the Closing, the ANAC Companies or the Deferred Closing Date, as applicable, Purchaser Summit or any Purchaser Affiliate holds of its Subsidiaries shall receive or otherwise possess any Excluded Asset asset, property, Contract or Retained Liability, then Purchaser shall business (including any current asset or account receivable) that (i) promptly notify Sellerprior to the Closing, was exclusively used or held for use in the business of Cementos and its Subsidiaries (other than the Business) or (ii) as promptly as reasonably practicableis an Excluded Property, Summit shall notify Cementos and, at no costCementos’s election, Summit shall, and shall cause its Subsidiaries (including the ANAC Companies) to, promptly transfer, or cause the relevant Purchaser Affiliate to be transferred, such asset, property or business to Cementos or its respective Affiliates at no cost Cementos or its Affiliates, in each case free and clear of all Liens (except for Permitted Liens). Prior to any such transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity the Person then holding or a Transferred Subsidiary)possessing such asset, any such Excluded Asset property or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate business shall hold such Excluded Asset or Retained Liability asset in trust for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountCementos. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at any time If, after the Closing Date or the Deferred Closing Date, as applicable, Buyer or Sellers in good faith identify any asset owned by any Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaserof any Seller that that should have been, any such Purchased Asset or Assumed Liabilitybut inadvertently was not, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated transferred to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, Buyer as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, then the applicable Seller will transfer or cause to be transferred such asset to Buyer for no additional consideration. If, after the Closing Date, any Seller in good faith identifies any asset that is an Excluded Asset that should not have been, but inadvertently was, transferred to Buyer or of which Buyer is otherwise in possession, then Buyer will transfer or cause to be transferred such asset to the applicable Seller or its designee for no consideration. If any Assumed LiabilityLiability was inadvertently not transferred to and assumed by Buyer at Closing, Excluded Asset, Sellers will promptly transfer and deliver (or Retained cause to be transferred and delivered) such Assumed Liability is made pursuant to Section 2.5(a) Buyer (or Section 2.5(bits designee), no consideration shall be provided and Buyer will assume such Assumed Liability in accordance with the terms of this Agreement. If any Excluded Liability was inadvertently transferred to Buyer or its Affiliates at Closing, Buyer will promptly transfer such Excluded Liability back to Sellers (or their designee) and the relevant Seller (or its designee) will assume such Excluded Liability. Prior to any Person in respect to such transfer, such transferor will (and will be deemed to) hold such asset or liability in trust for such transferee effective as of Closing. If the parties disagree as to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts characterization of any such asset, either party may submit the dispute to structure such transfer the Neutral Accountant for resolution in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives accordance with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the PartiesSection 1.6, which provisions will apply as if originally set forth in this Section 6.8 mutatis mutandis.

Wrong Pockets. (a) If at any time If, after the Closing Date Closing, either Buyer or the Deferred Closing DateSeller identifies an asset, as applicable, right or property owned by Seller or any Selling Subsidiary (other than Seller Affiliate that is a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset and that should have been, but was not previously, transferred by Seller or Assumed Liabilitythe applicable Seller Affiliate to Buyer pursuant to this Article II, then (x) if such asset, right or property is owned by Seller, Seller shall (i) promptly notify Purchaserhereby assigns and transfers such asset, right or property to Buyer, and (iiy) transferif a Seller Affiliate owns such asset, right or property, then Seller shall, and shall cause any applicable Seller Affiliate to, promptly assign and transfer such asset, right or property to Buyer, in each case under the foregoing clauses (x) and (y), for no additional consideration other than as previously paid under this Agreement; without limiting the generality of the foregoing, Seller shall, or shall cause each any applicable Seller Affiliate to, execute, acknowledge and deliver all reasonable further documents in order to effectuate such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time If, after the Closing Date Closing, either Buyer or Seller identifies an asset, right or property owned by Buyer or any Buyer Affiliate that is an Excluded Asset and that should have been retained by Seller or a Seller Affiliate pursuant to this Article II, but was transferred by Seller or the Deferred Closing Date, as applicable, Purchaser or any Purchaser applicable Seller Affiliate holds any Excluded Asset or Retained Liabilityto Buyer, then Purchaser shall (ix) promptly notify if such asset, right or property is owned by Buyer, Buyer hereby assigns and transfers such asset, right or property to Seller, and (iiy) if a Buyer Affiliate owns such asset, right or property, then Buyer shall, and shall cause any applicable Buyer Affiliate to, promptly assign and transfer such asset, right or property to Seller or the applicable Seller Affiliate, in each case under the foregoing clauses (x) and (y), for no additional consideration other than as promptly as reasonably practicablepreviously set forth in this Agreement; without limiting the generality of the foregoing, at no cost, transferBuyer shall, or shall cause the relevant Purchaser any applicable Buyer Affiliate to, execute, acknowledge and deliver all reasonable further documents in order to effectuate such transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If If, after the Closing, either Seller or any transfer of a Purchased AssetSeller Affiliate, Assumed Liability, Excluded Asseton the one hand, or Retained Buyer or any Affiliate of Buyer, on the other hand, receives or collects any monies due to Buyer or Seller, as applicable, in respect of the Purchased Assets, then Seller shall, or shall cause the applicable Seller Affiliate to, or Buyer shall, or shall cause the applicable Affiliate of Buyer, in either case as applicable, promptly, and in any event within two (2) Business Days, remit or deliver such monies to Buyer or Seller, as applicable, for no additional consideration other than as previously paid under this Agreement. Prior to any such remission or delivery, Seller shall, or shall cause the applicable Seller Affiliate to, or Buyer shall, or shall cause any applicable Affiliate of Buyer to, in either case as applicable, hold such monies in trust for Buyer or Seller, as applicable. (d) If, after the Closing, either Buyer or Seller identifies any Liability that is made pursuant an Excluded Liability that should not have been, but was previously, transferred to Section 2.5(a) or Section 2.5(b)assumed by Buyer, then Buyer shall promptly transfer and assign to Seller, and Seller shall promptly accept and assume, such Liability for no additional consideration other than as previously paid under this Agreement. Such determination of Buyer or Seller, as applicable, shall be provided to any Person in respect to such transfermade no later than December 31, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties2024.

Wrong Pockets. 17.1 To the extent that title to any asset or property (aincluding, for the avoidance of doubt, Intellectual Property and Information) If which was not used primarily in the IWC Business at any time after the Closing Date or the Deferred Closing Completion Date, or which is an Excluded Company Asset, Excluded Company Contract or an Excluded Asset Sellers Business Asset, is acquired by the Purchasers’ Group under this Agreement (directly or indirectly, including through the purchase of the Shares), the Purchasers covenant to procure that any such asset or property which is held or acquired by any member of the Purchasers’ Group is promptly transferred for nominal consideration to such member of the Retained Group as applicablethe Sellers’ Representative may specify and to the extent permitted is held on trust for the relevant Seller pending such transfer. The Sellers shall be responsible for reasonable out-of-pocket expenses incurred by the relevant member of the Purchasers’ Group (including, without limitation, any transfer taxes or other taxes related thereto) in connection with the co-operation contemplated by this sub-clause 17.1. 17.2 Save as otherwise provided in this Agreement to the extent that title to any asset (including, for the avoidance of doubt, Intellectual Property and Information, but excluding the Retained Marks, the Retained IT and all rights to draw under any borrowing facility of the Retained Group) which was used primarily in the IWC Business at the Completion Date and which was not an Excluded Company Asset, Excluded Company Contract or an Excluded Asset Sellers Business Asset, is retained by the Retained Group after Completion, each Seller covenants to procure that (to the extent it controls such asset) such asset is promptly transferred for nominal consideration to such Company or Purchaser as the Purchasers’ Representative may specify and to the extent permitted is held on trust for the Purchasers pending such transfer. 17.3 If any domain name which was not used primarily in the IWC Business at the Completion Date is registered in the name of (or any Selling Subsidiary right to it is otherwise held by) any of the Companies, the Purchasers shall procure that such registration (other than a Miraclon Entity or a Transferred Subsidiarysuch right) holds any Purchased Asset is assigned or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfernovated to, or cause each transferred into the name, of such Selling Subsidiary member of the Retained Group as the Sellers’ Representative may specify and to the extent permitted is held on trust for the relevant Seller pending such transfer. The Purchaser shall execute all such documentation and take all such further acts as are reasonably necessary to effect such assignment, novation or transfer including the preparation, execution and filing of any forms of de-registration and re-registration which may be required by any registrar handling the domain name registrations. The Sellers shall be responsible for reasonable out-of-pocket expenses incurred by the relevant member of the Purchasers’ Group (including, without limitation, any transfer taxes or other taxes related thereto) in connection with the co-operation contemplated by this sub-clause 17.3. 17.4 If any domain name which was used primarily in the IWC Business at no costthe Completion Date is registered in the name of (or any right to it is otherwise held) any of the Sellers or any other member of the Retained Group, as promptly as reasonably practicable, to Purchaserthe Sellers shall procure that such registration (or such right) is assigned or novated to, or an Affiliate designated transferred into the name of, such Company or Purchaser as the Purchasers’ Representative may specify and to the extent permitted is held on trust for the Purchasers pending such transfer. The Sellers shall execute all such documentation and take all such further acts as are reasonably necessary to effect such transfer including the preparation, execution and filing of any forms of de registration and re registration which may be required by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or registrar handling the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountdomain name registrations. 17.5 To the extent that any member of the Purchasers’ Group receives any payment from a third party after Completion which is attributable to the supply of any goods or services relating to the Retained Business, each Purchaser covenants to procure that (binsofar as it is able) If at such sum is promptly paid to such member of the Retained Group as the Sellers’ Representative may specify and is held on trust for the Sellers pending such transfer. 17.6 To the extent that any time member of the Retained Group receives any payment from a third party after Completion which is attributable to the Closing Date supply of any goods or services relating to the Deferred Closing DateIWC Business, each Seller covenants to procure that (insofar as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (iit is able) such sum is promptly notify Seller, paid to such member of the Purchasers’ Group as the Purchasers’ Representative may specify and (ii) as promptly as reasonably practicable, at no cost, is held on trust for the Purchasers pending such transfer, or cause the relevant Purchaser Affiliate to transfer, . 17.7 Without prejudice to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer provision of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transferthis Agreement, to the extent permitted that any liability which relates to the IWC Business (or the assets used in that business) and which is not an Excluded Asset Sellers Liability or an Excluded Company Liability is suffered or incurred by applicable Laws. The Parties shall use commercially any member of the Retained Group after Completion, each Purchaser covenants to indemnify such member of the Retained Group against such liability, together with all reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint out-of-pocket expenses incurred by the relevant transfer member of the Retained Group in connection with it, to the extent that such liability relates to such Purchaser or part of the IWC Business purchased by that Purchaser pursuant to the transactions contemplated by this Agreement. 17.8 Without prejudice to any other provision of this Agreement, to the extent that any liability which relates to the Retained Business (or the assets used in that business) and is neutral for not an Assumed Obligation is suffered or incurred by any member of the PartiesPurchasers’ Group after Completion, each Seller covenants to indemnify such member of the Purchasers’ Group against such liability, together with all reasonable out-of-pocket expenses incurred by the relevant member of the Purchasers’ Group in connection with it, to the extent that such liability relates to such Seller or part of the IWC Business sold by that Seller pursuant to the transactions contemplated by this Agreement. 17.9 Without prejudice to any other provision of this Agreement, sub-clauses 17.1 to 17.8 (inclusive) shall cease to have effect following the third anniversary of the Completion Date. 17.10 The operation of this clause 17 in relation to the Asset Sellers Contracts shall be subject to clause 11 (Asset Sellers Contracts).

Wrong Pockets. (a) If From and after the Closing, if any Seller or any of their respective Affiliates receives or collects any funds relating to any Purchased Asset, such Seller or such Affiliate shall remit such funds to Buyer within twenty (20) Business Days after its receipt thereof. (b) From and after the Closing, if Buyer or any of its Affiliates receives or collects any funds that are not a Purchased Asset and are otherwise due to Sellers or any of their Affiliates, Buyer or such Affiliate shall remit such funds to Allscripts Healthcare within twenty (20) Business Days after its receipt thereof. (c) If, at any time after the Closing Date Closing, any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to a Excluded Liability, then, at Sellers’ expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller or the Deferred appropriate Affiliate of Sellers such Excluded Asset or Excluded Liability; (ii) the appropriate Seller or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Sellers and Buyer shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to the appropriate Seller or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (d) If, as applicableat any time after the Closing, any asset held by a Seller or its Affiliates is ultimately determined to be a Purchased Asset or a Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or of its Affiliates is found to be subject to an Assumed Liability, Seller shall then, at Buyer’s expense, (i) promptly notify Purchaser, such Seller shall return or transfer and convey (iiwithout further consideration) transfer, to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an the appropriate Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Sellers and Buyer shall, and until shall cause their appropriate Affiliates to, execute such time, Seller documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the relevant Selling Subsidiary shall hold transfer of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate back to Buyer or its appropriate Affiliate, in each case such Purchased Asset that each Party is put into the same economic position as if such action had been taken on or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated prior to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, any Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) Party holds any Purchased In-Scope Asset or Assumed In-Scope Liability, Seller shall (i) promptly notify PurchaserBuyer Parent, and (ii) transfer, or cause each such Selling Subsidiary Seller Party to transfer, at no cost, as promptly as reasonably practicable, to PurchaserBuyer Parent, or an Affiliate designated by PurchaserBuyer Parent, any such Purchased In-Scope Asset or Assumed In-Scope Liability, and until such time, Seller Parent or the relevant Selling Subsidiary Seller Party shall hold such Purchased In-Scope Asset or Assumed In-Scope Liability for PurchaserBuyer Parent’s benefit and account and manage and operate such Purchased In-Scope Asset or Assumed In-Scope Liability for PurchaserBuyer Parent’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for PurchaserBuyer Parent’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser any Buyer Party or any Purchaser Affiliate Target Company holds any Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability, then Purchaser Buyer Parent shall (i) promptly notify SellerSeller Parent, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate Buyer Party or Target Company to transfer, to any Selling Subsidiary Seller Party designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary)Seller, any such Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability, and until such time, Purchaser Buyer Parent or the relevant Purchaser Affiliate Buyer Party or Target Company shall hold such Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability for SellerSeller Parent’s benefit and account and manage and operate such Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability for SellerSeller Parent’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for SellerSeller Parent’s account. (c) If any transfer of a Purchased an In-Scope Asset, Assumed In-Scope Liability, Excluded Out-of-Scope Asset, or Retained Out-of-Scope Liability is made pursuant to Section 2.5(a11.4(a) or Section 2.5(b11.4(b), no additional consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller Parent and Purchaser Buyer Parent including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the PartiesParties as compared to if such transfer had occurred on the Closing Date.

Wrong Pockets. (a) If at any time If, after the Closing Date Date, either Xxxxxxxxx or Buyer in good faith identifies any asset or Contract owned or held by Xxxxxxxxx or an Affiliate (which will not include any Contract transferred to Aldo as part of the Deferred Aldo Transaction) that should have been, but inadvertently was not, transferred prior to Closing Dateto an Acquired Company as part of the Pre-Closing Contribution, then Wolverine or Buyer, as applicable, Seller or any Selling Subsidiary (will notify the other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly soon as reasonably practicablepracticable upon becoming aware of such asset or Contract and, unless it reasonably disagrees in good faith, Wolverine will or will cause its applicable Affiliate (which will not include either Acquired Company) to Purchaser, transfer such asset or an Affiliate designated by Purchaser, Contract to Buyer or its designee (including either Acquired Company) as soon as reasonably practicable (and with respect to any such Purchased Asset or Assumed Liability, Contract in accordance with the terms and conditions applicable to Included Contracts herein applied mutatis mutandis as of the date of the relevant transfer) for no additional consideration (and at Wolverine’s sole cost) and until such timeit is transferred to Buyer or its designee, Seller or the relevant Selling Subsidiary Wolverine shall hold such Purchased Asset or Assumed Liability asset in trust for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and accountBuyer. If, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date Date, either Wolverine or Buyer in good faith identifies any asset or Contract of an Acquired Company that should not have been, but inadvertently was, held by an Acquired Company or transferred to an Acquired Company as part of the Deferred Pre-Closing DateContribution or is otherwise owned or held by an Acquired Company at Closing, then Wolverine or Buyer, as applicable, Purchaser will notify the other as soon as reasonably practicable upon becoming aware of such asset or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify SellerContract, and (ii) unless it reasonably disagrees in good faith, Buyer will or will cause its applicable Affiliate to transfer such asset or Contract to Wolverine or its designee as promptly soon as reasonably practicable, practicable for no additional consideration (and at no Wolverine’s sole cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, ) and until such timePurchase Agreement it is transferred to Wolverine or its applicable Affiliate, Purchaser or relevant Purchaser Affiliate Buyer shall hold such Excluded Asset asset in trust for Wolverine or Retained Liability for Seller’s benefit such Affiliate and any Liabilities arising on account and manage and operate of such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to asset shall be for Seller’s accountthe account of Wolverine. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.