Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) Subject to Section 5.03, (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is held by any member of the SpecCo Group, the MatCo Group or any of their respective then-Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture Asset to AgCo or an Affiliate of AgCo designated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. (b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if any Party or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such Asset to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.

Wrong Pockets. (a) Subject to Section 5.032.3 (Treatment of Commingled Contracts) and Section 2.6 (Nonassignability of Assets and Liabilities), (i) if at any time within twenty-four (24) months after the applicable Relevant Time Distribution, any Party discovers that any Agriculture SpinCo Asset or any Registered Intellectual Property exclusively used, practiced, held for the use or practice of, or otherwise related to, the Therapeutics Business is held by any member of the SpecCo Group, the MatCo RemainCo Group or any of their respective then-Affiliates, SpecCo and MatCo RemainCo shall, and shall cause the other members of their its respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture SpinCo Asset and all earnings to AgCo the extent arising from such SpinCo Asset from the time of the Distribution until the time of such transfer to SpinCo or an Affiliate of AgCo SpinCo designated by AgCo SpinCo, for no additional consideration; consideration or (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science RemainCo Asset or any Registered Intellectual Property (other than the “Biohaven” name and xxxx, other Licensed Names and Marks, and any goodwill and common law rights thereto) that is not exclusively used, practiced, held for the use or practice of, or otherwise related to, the Therapeutics Business is held by SpecCo, AgCo any member of the SpinCo Group or any of their respective then-Affiliates, SpecCo SpinCo shall, and AgCo shall cause the other members of its respective Group and its respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science RemainCo Asset and all earnings to MatCo the extent arising from such RemainCo Asset from the time of the Distribution until the time of such transfer to the Company or an Affiliate of MatCo the Company designated by MatCo the Company, for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. (b) On and At any time prior to the twenty-four (24) month anniversary following the applicable Relevant Distribution Effective Time, if any Party or any member of Parent may, in its Group or (or any of its or their respective then-Affiliates) owns any Assetsole discretion, thatelect to designate additional RemainCo Assets as SpinCo Assets, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party Assets will be assigned to or a member remain with SpinCo at the closing of its Group was intended to have the right to continue to use (other thanDistribution; provided, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, that (i) Transfer any such Asset designated RemainCo Assets must be primarily related to the Party or a member of its Group identified as the appropriate transferee Therapeutics Business, and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; or (ii) grant the designation of such mutually agreeable rights with respect Assets as SpinCo Assets may not result in the assumption of additional SpinCo Liabilities by SpinCo that exceed the value of such Assets. To the extent that the designation of any such Assets as SpinCo Assets would result in the assumption of additional SpinCo Liabilities by SpinCo that exceed the value of such Assets, or where such Assets are not primarily related to the Therapeutics Business, the Parties will negotiate in good faith to determine the allocation of such Asset to permit such continued use, subject to, Assets as between RemainCo and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant PartiesSpinCo.

Wrong Pockets. (a) Subject to Section 5.03, (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is held by any member of the SpecCo Group, the MatCo Group or any of their respective then-Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Agriculture Asset to AgCo or an Affiliate of AgCo designated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. (b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if any Party or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such Asset to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.

Wrong Pockets. (a) Subject to Section 5.03, (i) if If at any time within twentyforty-four eight (2448) months after the applicable Relevant Time any Party Closing either party discovers that any Agriculture Acquired Ag Asset is held by any member of the SpecCo Group, the MatCo Group Descartes or any of their respective then-its Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, Descartes will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Agriculture Acquired Ag Asset to AgCo Fermat or an Affiliate of AgCo designated Fermat nominated by AgCo Fermat for no additional consideration; consideration or (ii) if at any time within twentyforty-four eight (2448) months after the MatCo DistributionClosing, any Party either party discovers that any Materials Science Acquired H&N Asset is held by SpecCo, AgCo Fermat or any of their respective its Affiliates, SpecCo and AgCo shall Fermat will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Materials Science Acquired H&N Asset to MatCo Descartes or an Affiliate of MatCo designated Descartes nominated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo Descartes for no additional consideration; provided that in the case of clause (i), neither SpecCo Descartes or MatCo nor any of their respective Affiliatesits Affiliates or, in the case of clause (ii), neither SpecCo Fermat or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective its Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. (b) On and prior to (i) If at any time within forty-eight (48) months after the twenty-four (24) month anniversary following the applicable Relevant TimeClosing, if either party discovers that any Party or any member of its Group or (Excluded Ag Asset is held by Fermat or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant Fermat will use reasonable best efforts to this Agreement, is agreed by such Party and promptly procure the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member transfer of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such relevant Excluded Ag Asset to the Party Descartes or a member an Affiliate of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; Descartes nominated by Descartes for no additional consideration or (ii) grant such mutually agreeable rights with respect if at any time within forty-eight (48) months after the Closing, either party discovers that any Excluded H&N Asset is held by Descartes or any of its Affiliates, Descartes will use reasonable best efforts to such promptly procure the transfer of the relevant Excluded H&N Asset to permit such continued useFermat or an Affiliate of Fermat nominated by Fermat for no additional consideration; provided that in the case of clause (i), subject toneither Descartes or any of its Affiliates or, and consistent with this Agreementin the case of clause (ii), including with respect neither Fermat or any of its Affiliates, shall be required to Assumption of associated Liabilitiescommence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.In the

Wrong Pockets. At any time within 12 months after the Closing, but, in each case, subject to the TSA: (a) Subject to Section 5.03, (i) if at any time within twenty-four (24) months after the applicable Relevant Time If any Party discovers that Buyer or any Agriculture of its Affiliates holds any Excluded Asset, or that any Excluded Liability was erroneously assumed by Buyer or any of its Affiliates, each of Buyer and Parent shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to, promptly transfer such Excluded Asset is held to Parent (or its designated Affiliate) or cause such Excluded Liability to be assumed by any member Parent (or its designated Affiliate) in each case for no consideration at Parent’s expense; provided that none of the SpecCo GroupBuyer, the MatCo Group Parent or any of their respective then-Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture Asset to AgCo or an Affiliate of AgCo designated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or to pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and party in consideration therewith; provided further that, to the extent permitted under by applicable Law, any such Transfer may Excluded Asset transferred or Excluded Liability assumed under this ‎Section 2.15(a) shall be effected treated for applicable Tax purposes as retained by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant PartiesParent. (b) On If any Party discovers that any Parent Entity holds any Transferred Asset or that any Assumed Liability has not been assumed by Buyer or its Affiliates, each of Buyer and prior Parent shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to promptly transfer such Transferred Asset to Buyer (or its designated Affiliate) or cause such Assumed Liability to be assumed by Buyer (or its designated Affiliate) in each case for no consideration and at Buyer’s expense; provided that none of Buyer, Parent or any of their respective Affiliates shall be required to commence any litigation or offer to pay any money or otherwise grant any accommodation to any third party in consideration therewith; provided further that, to the twenty-four extent permitted by applicable Law, any such Transferred Asset transferred or Assumed Liability assumed under this ‎Section 2.15(b) shall be treated for applicable Tax purposes as having been transferred to or assumed by Buyer at the time of Closing. (24c) month anniversary following If any Parent Entity receives any money or check that is properly payable in respect of the Business any Business Company, or a Transferred Asset, Parent shall, or shall cause the applicable Relevant TimeParent Entity to, if promptly turn over and pay or deliver to Buyer (or its designated Affiliate) the check or an equal amount in cash, in Parent’s sole discretion, along with any Party documentation relating thereto provided with such money or any member of its Group or check. (d) If Buyer or any of its Affiliates (including any Business Company) receives any money or their respective then-check that is properly payable in respect of the Retained Business, a Parent Entity or an Excluded Asset, Buyer shall, or shall cause its applicable Affiliate (including the applicable Business Company) to, promptly turn over and pay or deliver to Parent (or its designated Affiliates) owns the check or an equal amount in cash, in Buyer’s sole discretion, along with any Asset, that, although not Transferred pursuant to this Agreement, is agreed by documentation relating thereto provided with such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party money or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such Asset to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Partiescheck.

Wrong Pockets. (a) Subject to Section 5.03During the twelve (12) month period following the Closing Date, if Buyer or Seller discovers that any: (i) if at any time within twenty-four Excluded Asset was directly or indirectly transferred to Buyer (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is or held by any member of the SpecCo GroupAcquired Companies) at Closing (each, the MatCo Group or any of their respective then-Affiliatesa “Held Asset”), SpecCo and MatCo Buyer shall, and shall cause the other members of their respective Group and its and their respective then-Buyer Affiliates to, to use their respective reasonable best efforts to (A) promptly procure the Transfer assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all of the relevant Agriculture benefits associated with the ownership of the Held Asset, and (y) cause such Held Asset to AgCo be used or an Affiliate of AgCo designated retained as may be reasonably instructed by AgCo for no additional considerationSeller; or (ii) if any Transferred Asset was not transferred to Buyer at any time within twenty-four Closing (24) months after the MatCo Distributioneach, any Party discovers that any Materials Science Asset is held by SpecCoan “Omitted Asset”), AgCo or any of their respective AffiliatesSeller shall, SpecCo and AgCo shall cause its Affiliates to use their respective reasonable best efforts to (A) promptly procure the Transfer assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (B) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the relevant Materials Science benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to MatCo be used or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument retained as may be agreed reasonably instructed by the relevant PartiesBuyer. (b) On Buyer or Seller, as applicable, shall (and prior shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the twentyother actions set forth in Section 8.12(a)(i) and Section 8.12(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided that the transferring party and its Affiliates shall not be required to incur any out-four of-pocket expense pursuant to this clause (24b) month anniversary which is not agreed to be paid or reimbursed by the transferring party or its Affiliates. (c) In the event that, following the applicable Relevant TimeClosing, if any Party (i) Buyer or any member Buyer Affiliate (including, for the avoidance of its Group or (doubt, the Acquired Companies) receives any payment that is for the account of Seller or any of its or their respective then-AffiliatesAffiliates (excluding any Acquired Company) owns any Asset, that, although not Transferred pursuant to this Agreement, under a Shared Customer Contract that is agreed by such Party and the other applicable Party in their good faith judgment unable to be transferred out of an Asset that more properly belongs Acquired Company as part of the Reorganization, Buyer shall promptly remit (or cause to be promptly remitted) such other Party funds to Seller or a member an entity designated by Seller, net of its Group, or is an Asset that such other Party or a member of its Group was intended to have any Tax incurred in connection with the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member receipt of such Party’s Group following the applicable Relevant Time), then the Party funds or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such Asset required to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; withheld on remittance or (ii) grant such mutually agreeable rights with Seller or any Affiliate of Seller receives any payment that is for the account of Buyer or any Affiliate of Buyer under a Shared Customer Contract, in respect of the Business or otherwise according to such Asset to permit such continued use, subject to, and consistent with the terms of this Agreement, including with respect Seller shall promptly remit (or cause to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, be promptly remitted) such Transfer may be effected funds to Buyer or an entity designated by rescission of Buyer. (d) Buyer or the applicable portion of a Conveyancing Acquired Company shall forward any claim for an Excluded Liability to Seller after the Closing and Assumption Instrument as may be agreed by Seller shall forward any claim for an Assumed Liability to Buyer after the relevant PartiesClosing.

Wrong Pockets. (a) Subject to Section 5.03During the three (3) year period following the Closing Date, if Buyer or Parent discovers that: (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is held by any member Any asset of the SpecCo Group, the MatCo Group Parent or any of their respective then-Affiliatesits Subsidiaries (excluding the Group Companies) that was not a Contribution Asset was directly or indirectly transferred to Buyer (or held by the Group Companies) at the Closing (each, SpecCo and MatCo a “Held Asset”), Buyer shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, to use their respective reasonable best efforts to (A) promptly procure the Transfer assign and transfer all right, title and interest in such Held Asset to Parent or its designated assignee, and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Parent or its designated assignee all of the relevant Agriculture benefits associated with the ownership of the Held Asset, and (y) cause such Held Asset to AgCo be used or an Affiliate of AgCo designated retained as may be reasonably instructed by AgCo for no additional consideration; Parent; (ii) if at any time within twenty-four (24) months after Contribution Asset of the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo Group Companies reflected in dedicated accounts which have been established in respect of the Business or any of their respective AffiliatesOwned Intellectual Property, SpecCo in each case, were not transferred to the Group Companies at the Closing (each, an “Omitted Asset”), Parent shall, and AgCo shall cause its Affiliates to use their respective reasonable best efforts to (A) promptly procure the Transfer assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (B) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the relevant Materials Science benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to MatCo be used or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument retained as may be agreed reasonably instructed by Buyer. In the relevant Partiesevent an Omitted Asset is an Intellectual Property asset, until such time as Parent or its Subsidiary transfers such Intellectual Property to Buyer or its designated assignee, Parent, on behalf of itself and its Subsidiaries, hereby grants to Buyer and its Affiliates (x) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sub-licensable and transferable right and license to fully use, practice and otherwise exploit such Intellectual Property and (y) a covenant not to xxx with respect to the foregoing activities, in each case under (x) and (y), effective as of the Closing Date. (b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if any Party Buyer or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shallParent, as applicable, shall (iand shall cause their Affiliates, as applicable, to) Transfer any such Asset use commercially reasonable efforts to, in addition to the Party other actions set forth in Section 7.10(a)(i) and Section 7.10(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or a member appropriate for the purposes of its Group identified transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the appropriate transferee other party may reasonably direct in order to transfer, assign and following convey such Transfer, such Asset shall be an Agriculture Asset, Materials Science Held Asset or Specialty Products AssetOmitted Asset (or parts thereof), as applicable, or the case may berelevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed reimbursed by the relevant Partiestransferring party or its Affiliates.

Wrong Pockets. (a) Subject to Section 5.032.3 (Treatment of Commingled Contracts) and Section 2.6 (Nonassignability of Assets and Liabilities), if after the Distribution (i) if at any time within twenty-four (24) months after the applicable Relevant Time any Party discovers that any Agriculture SpinCo Asset or any Registered Intellectual Property that is primarily used, practiced, held for the use or practice of, or necessary for the conduct of the SpinCo Business is held by any member of the SpecCo Group, the MatCo RemainCo Group or any of their respective then-Affiliates, SpecCo (A) such Party shall provide notice to the other Party of such SpinCo Asset or Registered Intellectual Property and MatCo (B) RemainCo shall, and shall cause the other members of their its respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture SpinCo Asset and all earnings to AgCo the extent arising from such SpinCo Asset from the time of the Distribution until the time of such transfer to SpinCo or an Affiliate of AgCo SpinCo designated by AgCo SpinCo, for no additional consideration; , or (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset owned or held by the Company or any of its Subsidiaries prior to the Closing, or any Registered Intellectual Property (other than the “Inhibrx” name and mark, other Licensed Names and Marks, and any goodwill and common law rights thereto) that is necessary for the conduct of, primarily used, practiced, held for the use or practice of the 101 Business is held by SpecCo, AgCo any member of the SpinCo Group or any of their respective then-Affiliates, SpecCo (A) such Party shall provide notice to the other Party of such RemainCo Asset, Registered Intellectual Property or other Asset and AgCo (B) SpinCo shall, and shall cause the other members of its respective Group and its respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science RemainCo Asset or other Asset and all earnings to MatCo the extent arising from such RemainCo Asset or other Asset from the time of the Distribution until the time of such transfer to the Company or an Affiliate of MatCo the Company designated by MatCo the Company, for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. For the avoidance of doubt, any Asset that is necessary for both the 101 Business and SpinCo Business shall be treated as a RemainCo Asset. For clarity, in the event that any Asset set forth in Section 2.7(a)(ii) is held by a former Affiliate of the SpinCo Group, SpinCo shall use reasonable best efforts to obtain the rights to such Asset back from such former Affiliate (or any applicable successor or assign). (b) On and At any time prior to the twenty-four (24) month anniversary following the applicable Relevant Distribution Effective Time, if any Party or any member of Parent may, in its Group or (or any of its or their respective then-Affiliates) owns any Assetsole discretion, thatelect to designate additional RemainCo Assets as SpinCo Assets, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party Assets will be assigned to or a member remain with SpinCo at the closing of its Group was intended to have the right to continue to use (other thanDistribution; provided, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, that (i) Transfer any such Asset designated RemainCo Assets must be primarily related to the Party or a member of its Group identified as the appropriate transferee SpinCo Business, and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; or (ii) grant the designation of such mutually agreeable rights with respect Assets as SpinCo Assets may not result in the assumption of additional SpinCo Liabilities by SpinCo that exceed the value of such Assets. To the extent that the designation of any such Assets as SpinCo Assets would result in the assumption of additional SpinCo Liabilities by SpinCo that exceed the value of such Assets, or where such Assets are not primarily related to the SpinCo Business, the Parties will negotiate in good faith to determine the allocation of such Asset to permit such continued use, subject to, Assets as between RemainCo and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant PartiesSpinCo.

Wrong Pockets. (a) Subject to Section 5.031.8, (i) if at any time if, within twenty-four (24) months after the applicable Relevant Time Spinco Distribution, any Party discovers that any Agriculture Spinco Asset is held by any member of the SpecCo Group, the MatCo Remainco Group or any of their respective then-Affiliates, SpecCo and MatCo Remainco shall, and shall cause the other members of their its respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture Spinco Asset and all earnings to AgCo the extent arising from such Spinco Asset from the time of the Spinco Distribution until the time of such Transfer to Spinco or an Affiliate of AgCo Spinco designated by AgCo Spinco for no additional consideration; consideration or (ii) if at any time within twenty-four (24) months after the MatCo Spinco Distribution, any Party discovers that any Materials Science Excluded Asset is held by SpecCo, AgCo any member of the Spinco Group or any of their respective then-Affiliates, SpecCo Spinco shall, and AgCo shall cause the other members of its respective Group and its respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Excluded Asset and all earnings to MatCo the extent arising from such Excluded Asset from the time of the Spinco Distribution until the time of such Transfer to Remainco or an Affiliate of MatCo Remainco designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo Remainco for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo Remainco nor any of their its respective Affiliates, or in the case of clause (ii), neither SpecCo or AgCo Spinco nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their its respective Affiliates, shall be required to commence any litigation or offer or pay any non-de minimis amount of money or otherwise grant any non-de minimis accommodation (financial or otherwise) to any third partyThird Party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. . Any Spinco Asset or Excluded Asset or earnings arising therefrom that is Transferred under this Section 1.9 shall be treated as having been Transferred (bas part of the Contribution) On and or assumed prior to the twenty-four Spinco Distribution and owned by the Spinco Group for U.S. federal (24and applicable state or local) month anniversary following income Tax purposes from and after the applicable Relevant TimeSpinco Distribution, if any Party or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such Asset to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under extent allowable by applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.

Wrong Pockets. (a) Subject to Section 5.03, (i) if If at any time within twentythirty-four six (2436) months after the applicable Relevant Time any Closing, either Party discovers that any Agriculture Acquired Asset (including any Specified Proceed) is held by any member of the SpecCo Group, the MatCo Group Seller or any of their respective then-its Affiliates, SpecCo Seller will (subject to Section 5.8 and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to Section 5.9) promptly procure the Transfer transfer of the relevant Agriculture Acquired Asset to AgCo a Transferred Subsidiary or an Affiliate of AgCo designated Buyer nominated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo Buyer for no additional consideration; provided that in the case of clause (i), neither SpecCo Seller or MatCo nor any of their respective its Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. (b) If at any time within thirty-six (36) months after the Closing, either Party discovers that any Excluded Asset is held by a Transferred Subsidiary or Buyer or any of its other Affiliates, in Buyer will (subject to Section 5.8 and Section 5.9) promptly procure the case transfer of clause (ii), the relevant Excluded Asset to Seller or an Affiliate of Seller nominated by Seller for no additional consideration; provided that neither SpecCo Buyer or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, its Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Transferred Subsidiaries as of the Closing that are Excluded Assets or Retained Liabilities, Buyer shall, or cause its applicable Subsidiary to, use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable and, upon such collection or payment, pay the funds received therefor to Seller or its designee or submit an invoice to Seller for any such payment made (which Seller shall pay as promptly as reasonably practicable), as applicable (it being understood and permitted under applicable Lawagreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basis, in each case to Seller; provided that if the aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and delivery, such Transfer may amount shall be effected by rescission of the applicable portion of a Conveyancing paid and Assumption Instrument as may be agreed by the relevant Partiesdelivered to Seller within seven (7) days). (bc) On In the case of any trade accounts receivable (whether current or non-current) and prior to trade accounts payable of the twenty-four (24) month anniversary following Transferred Subsidiaries as of the applicable Relevant TimeClosing that are Acquired Assets, if any Party Assumed Liabilities, Excluded Assets or any member of its Group or (or any of its or their respective then-Affiliates) owns any AssetRetained Liabilities, that, although not Transferred pursuant to this Agreement, is agreed by such Party Buyer and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its GroupSeller shall, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the cause their applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shallAffiliates to, as applicable, (i) Transfer use commercially reasonable efforts to collect such accounts receivable and pay such accounts payable as promptly as reasonably practicable and, upon such collection or payment, pay the funds received therefor to Seller or Buyer or their respective designee or submit an invoice to Seller or Buyer for any such payment made (which Seller or Buyer shall pay as promptly as reasonably practicable), as applicable (it being understood and agreed that any such amounts collected or otherwise received shall be paid and delivered, and any amounts paid shall be invoiced, on a monthly basis, in each case to Seller or Buyer; provided that if the aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and delivery, such amount shall be paid and delivered to Seller or Buyer (as applicable) within seven (7) days). (d) If at any time within twelve (12) months after the Closing, either Party discovers that any Necessary Business Asset is held by Seller or its Affiliates, Seller will (subject to Section 5.8 and Section 5.9) use reasonable best efforts to promptly procure the transfer of the relevant Necessary Business Asset to Buyer or the Party relevant Affiliate of Buyer to which such Necessary Business Asset would have been transferred pursuant to the Pre-Closing Reorganization had it constituted an Acquired Asset at such time (it being deemed to so constitute an Acquired Asset solely for this purpose) for no additional consideration; provided, that neither Seller nor any of its Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party; provided, further, that nothing in this Section 5.17(d) shall require the transfer of any Necessary Business Asset (x) where the failure to transfer such Necessary Business Asset to Buyer could reasonably be remedied by provision of services under any other Acquisition Document or a member Lease (and, if excluded by application of its Group identified as this clause (x), Buyer and Seller or their applicable Affiliates shall cooperate in good faith to add such services to an existing Acquisition Document or enter into a new Acquisition Document or Lease in respect thereof, in each case on terms consistent in all material respects with those that would have been included in such Contract if it had been entered into in connection with the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; Closing or (iiy) grant such mutually agreeable rights with respect that is related to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of Specified Retained Businesses in more than a Conveyancing and Assumption Instrument as may be agreed by the relevant Partiesde minimis respect.

Wrong Pockets. (a) Subject Prior to the Closing, Seller Entities shall update Section 5.032.2(b)(i) and Section 2.2(b)(ii) of the Seller Disclosure Letter to include any Patent or Trademark, respectively, Related to the Business (other than, for the avoidance of doubt, (i) if the word GOODYEAR, the Goodyear winged foot design and the Goodyear blimp design, and (ii) any and all Trademarks derived from, confusingly similar to, or including any of the foregoing) that is applied for by Seller or any of its Affiliates after the Execution Date. (b) If at any time within twenty-four (24) 24 months after the applicable Relevant Time any Closing, either Party discovers that any Agriculture Asset Transferred Asset, or any Patent or Trademark (i) Related to the Business, (ii) primarily related to, or primarily used or held for use in, the OTR Tire Products that were sold by Seller and its Affiliates in connection with the Business on or after January 1, 2020, or (iii) primarily related to, or primarily used or held for use in, the projects set forth on Section 2.2(b)(iv) of the Seller Disclosure Letter (but excluding, for the avoidance of doubt, (A) the word GOODYEAR, the Goodyear winged foot design and the Goodyear blimp design, and (B) any and all Trademarks derived from, confusingly similar to, or including any of the foregoing), is held by Seller or any member Seller Entity or that any Assumed Liability has not been assumed by Buyer or any of the SpecCo Groupits Affiliates, the MatCo Group such Patents and Trademarks will be considered Transferred Patents and Transferred Trademarks, respectively, hereunder and each of Seller, Buyer and their respective Affiliates shall use commercially reasonable efforts to promptly transfer such Transferred Asset, Patent or Trademark to Buyer or its designated Affiliate or cause such Assumed Liability to be assumed by Buyer or its designated Affiliate in each case for no additional consideration and at Seller’s expense; provided, that none of Buyer, Seller or any of their respective then-Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the Transfer of the relevant Agriculture Asset to AgCo or an Affiliate of AgCo designated by AgCo for no additional consideration; (ii) if at any time within twenty-four (24) months after the MatCo Distribution, any Party discovers that any Materials Science Asset is held by SpecCo, AgCo or any of their respective Affiliates, SpecCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Materials Science Asset to MatCo or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and party in consideration therewith; provided, further, that, to the extent permitted under by applicable Law, any such Transfer may Transferred Asset, Patent or Trademark transferred or Assumed Liability assumed under this Section 5.16(b) shall be effected treated for applicable Tax purposes as transferred to or assumed by rescission Buyer at the time of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant PartiesClosing. (bc) On and prior to If at any time within 24 months after the twenty-four (24) month anniversary following the applicable Relevant TimeClosing, if either Party discovers that any Party or any member of its Group or (Excluded Asset is held by Buyer or any of its Affiliates or that any Excluded Liability has been erroneously assumed by Buyer or any of its Affiliates, each of Seller, Buyer and their respective then-AffiliatesAffiliates shall use commercially reasonable efforts to promptly transfer such Excluded Asset to Seller or its designated Affiliate or cause such Excluded Liability to be assumed by Seller or its designated Affiliate in each case for no additional consideration and at Buyer’s expense; provided, that none of Buyer, Seller or any of their respective Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) owns to any Assetthird party in consideration therewith; provided, further, that, although not Transferred pursuant to this Agreement, is agreed the extent permitted by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two PartiesLaw, any such Excluded Asset acquired from an unaffiliated third party by a Party transferred or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-AffiliateExcluded Liability assumed under this Section 5.16(c) owning such Asset shall, as applicable, (i) Transfer any such Asset to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, treated for applicable Tax purposes as the case may be; or retained by Seller. (iid) grant such mutually agreeable Nothing in this Section 5.16 shall limit Buyer's rights with respect to such any Transferred Asset subject to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission the terms of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant PartiesProduct Supply Agreement.

Wrong Pockets. (a) Subject to Section 5.03During the 12-month period following the Closing Date, if Buyer, Parent or Seller discover that any: (i) if at any time within twenty-four Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (24) months after the applicable Relevant Time any Party discovers that any Agriculture Asset is other than those held by any member the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the SpecCo GroupBusiness), were directly or indirectly transferred to Buyer (or held by the MatCo Group or any of their respective then-AffiliatesCompanies) at Closing (each, SpecCo and MatCo a “Held Asset”), Buyer shall, and shall cause the other members of their respective Group and its and their respective then-Buyer Affiliates to, use their respective reasonable best efforts to (A) promptly procure the Transfer assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all of the relevant Agriculture benefits associated with the ownership of the Held Asset and (y) cause such Held Asset to AgCo be used or an Affiliate of AgCo designated retained as may be reasonably instructed by AgCo for no additional consideration; Seller; (ii) if any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at any time within twenty-four Closing (24each of (A) months after the MatCo Distributionand (B), any Party discovers that any Materials Science Asset is held by SpecCoan “Omitted Asset”), AgCo or any of their respective AffiliatesSeller shall, SpecCo and AgCo shall cause its Affiliates to use their respective reasonable best efforts to (1) promptly procure the Transfer assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the relevant Materials Science benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to MatCo be used or an Affiliate of MatCo designated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo for no additional consideration; provided that in the case of clause (i), neither SpecCo or MatCo nor any of their respective Affiliates, in the case of clause (ii), neither SpecCo or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument retained as may be agreed reasonably instructed by the relevant PartiesBuyer. (b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if any Party Buyer or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shallSeller, as applicable, shall (iand shall cause their Affiliates, as applicable, to) Transfer any such Asset use reasonable best efforts to, in addition to the Party other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or a member appropriate for the purposes of its Group identified transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the appropriate transferee other party may reasonably direct in order to transfer, assign and following convey such Transfer, such Asset shall be an Agriculture Asset, Materials Science Held Asset or Specialty Products AssetOmitted Asset (or parts thereof), as applicable, or the case may berelevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed reimbursed by the relevant Partiestransferring party or its Affiliates.

Wrong Pockets. (a) Subject to Section 5.03, (i) if If at any time within twentyforty-four eight (2448) months after the applicable Relevant Time any Party Closing either party discovers that any Agriculture Acquired Ag Asset is held by any member of the SpecCo Group, the MatCo Group Descartes or any of their respective then-its Affiliates, SpecCo and MatCo shall, and shall cause the other members of their respective Group and its and their respective then-Affiliates to, Descartes will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Agriculture Acquired Ag Asset to AgCo Fermat or an Affiliate of AgCo designated Fermat nominated by AgCo Fermat for no additional consideration; consideration or (ii) if at any time within twentyforty-four eight (2448) months after the MatCo DistributionClosing, any Party either party discovers that any Materials Science Acquired H&N Asset is held by SpecCo, AgCo Fermat or any of their respective its Affiliates, SpecCo and AgCo shall Fermat will use their respective reasonable best efforts to promptly procure the Transfer transfer of the relevant Materials Science Acquired H&N Asset to MatCo Descartes or an Affiliate of MatCo designated Descartes nominated by MatCo for no additional consideration; and (iii) if at any time within twenty-four (24) months after the applicable Relevant Time, any Party discovers that any Specialty Products Asset is held by MatCo, AgCo or any of their respective Affiliates, MatCo and AgCo shall use their respective reasonable best efforts to promptly procure the Transfer of the relevant Specialty Products Asset to SpecCo or an Affiliate of SpecCo designated by SpecCo Descartes for no additional consideration; provided that in the case of clause (i), neither SpecCo Descartes or MatCo nor any of their respective Affiliatesits Affiliates or, in the case of clause (ii), neither SpecCo Fermat or AgCo nor any of their respective Affiliates, or in the case of clause (iii), neither MatCo or AgCo nor any of their respective its Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties. 1414958.12A-NYCSR03A - MSW (b) On and prior to (i) If at any time within forty-eight (48) months after the twenty-four (24) month anniversary following the applicable Relevant TimeClosing, if either party discovers that any Party or any member of its Group or (Excluded Ag Asset is held by Fermat or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant Fermat will use reasonable best efforts to this Agreement, is agreed by such Party and promptly procure the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member transfer of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than, as between any two Parties, any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable, (i) Transfer any such relevant Excluded Ag Asset to the Party Descartes or a member an Affiliate of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be an Agriculture Asset, Materials Science Asset or Specialty Products Asset, as the case may be; Descartes nominated by Descartes for no additional consideration or (ii) grant such mutually agreeable rights with respect if at any time within forty-eight (48) months after the Closing, either party discovers that any Excluded H&N Asset is held by Descartes or any of its Affiliates, Descartes will use reasonable best efforts to such promptly procure the transfer of the relevant Excluded H&N Asset to permit such continued useFermat or an Affiliate of Fermat nominated by Fermat for no additional consideration; provided that in the case of clause (i), subject neither Descartes or any of its Affiliates or, in the case of clause (ii), neither Fermat or any of its Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. In the case of any trade accounts receivable (whether current or non-current) and trade accounts payable of the Transferred Ag Subsidiaries as of the Closing, Fermat shall, or cause its applicable Subsidiary to, use commercially reasonable efforts to collect such accounts receivable and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If pay such accounts payable as promptly as reasonably practicable and permitted under applicable Lawand, upon such Transfer may be effected by rescission of collection or payment, pay the applicable portion of a Conveyancing and Assumption Instrument funds received therefor to Descartes or its designee or submit an invoice to Descartes for any such payment made (which Descartes shall pay as may be agreed by the relevant Partiespromptly as reasonably practicable), as applicable.