Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.

Wrong Pockets. To the extent that following the Closing, Seller or Purchaser discover that any Asset: (a) Ifnot intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, following Closing and prior to or after the one Closing (1)-year anniversary of the Closingeach such Asset, Buyer or the Company a “Held Asset”), Purchaser shall, and shall cause its Affiliates to, at Seller’s cost (i) except promptly assign and transfer all right, title and interest in such Held Asset to the extent reflected Seller or otherwise taken into account in the Final Purchase Priceits designated assignee without delivery of any incremental consideration therefor, receives a payment with respect to an Excluded Asset or and (ii) becomes aware that it owns any Excluded pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, Buyer shall and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; and (b) 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 (each such Asset, an “Omitted Asset”), Seller shall, and shall cause the Company to promptly inform Seller of that fact in writing. Thereafterits Affiliates to, at Seller’s cost, (i) promptly assign 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) pending such transfer, (A) hold in trust such Omitted Asset and provide to Purchaser or its designated assignee all of the request benefits associated with the ownership of Sellerthe Omitted Asset, Buyer undertakes 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 reasonably cooperate with Buyerensure that the successors and assigns of the applicable Person(s), as applicable, (A) assume the obligations set forth in this Section 6.10. Notwithstanding anything to reimburse and/or cause the Company to reimburse contrary herein, in no event, shall Seller or the relevant Affiliate (excluding the Company) its respective Subsidiaries sell any Omitted Assets by way of Seller the amount referred to in clause (i) above an asset transfer or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated by Sellersimilar transaction. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to To the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or Purchaser discover that any Affiliate of Seller Asset: (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other than Transaction Documents was transferred at, prior to or after the Company) Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to (i) receives a payment with respect promptly assign and transfer all right, title and interest in such Held Asset to an Transferred Asset Seller or its designated assignee without delivery of any incremental consideration therefor, and (ii) becomes aware that it owns any Transferred pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; and (b) 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 (each such Asset, an “Omitted Asset”), Seller shall, or and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Affiliate Omitted Asset to Purchaser or its designated assignee without delivery of any incremental consideration therefor, and (other than the Companyii) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicablepending such transfer, (A) hold in trust such Omitted Asset and provide to reimburse and/or cause Purchaser or its relevant Affiliate (other than designated assignee all of the Company) to reimburse benefits associated with the Company ownership of the amount referred to in clause (i) above or Omitted Asset, and (B) cause such Omitted Asset to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents be used or retained as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companyinstructed by Purchaser.

Wrong Pockets. (a) IfTo the extent that, during the twelve (12) months following the Closing and prior to the one (1)-year anniversary of the ClosingDate, Buyer or the Company Seller discovers that any assets: (i) except not intended to be directly or indirectly transferred to Buyer pursuant to the extent reflected transactions contemplated by this Agreement were transferred (or otherwise taken into account held by the Acquired Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in the Final Purchase Pricesuch Held Asset to Seller or its designated assignee, receives a payment with respect to an Excluded Asset or and (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicablepending such transfer, (A) hold in trust such Held Asset and provide to reimburse and/or cause the Company to reimburse Seller or its designated assignee all of the relevant Affiliate (excluding benefits associated with the Company) ownership of Seller the amount referred to in clause (i) above or Held Asset, and (B) cause such Held Asset to execute and/or cause the Company to execute such documents be used or retained as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated instructed by Seller. (ii) intended to be transferred to Buyer pursuant to the transactions contemplated by this Agreement were not transferred at Closing (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) IfIn the event that, following Closing and prior to the one (1)-year anniversary of the Closing, (i) Buyer or any Affiliate of Buyer (including, for the avoidance of doubt, the Acquired Companies) receives any payment that is for the account of Seller or any of its Affiliates in respect of the Retained Business or otherwise according to the terms of this Agreement, Buyer shall promptly remit (or cause to be promptly remitted) such funds to Seller or an entity designated by Seller, or (ii) Seller or any Affiliate of Seller (other than receives any payment that is for the Company) (i) receives a payment with account of Buyer or any Affiliate of Buyer in respect of the Business or otherwise according to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) terms of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyerthis Agreement, Seller shall undertake promptly remit (and or cause to be promptly remitted) such funds to Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companyan entity designated by Buyer.

Wrong Pockets. (a) IfDuring the twelve (12) month period following the Closing Date, following Closing and prior to the one (1)-year anniversary of the Closing, if Buyer or the Company Seller discovers that any: (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset was directly or indirectly transferred to Buyer (or held by the Acquired Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to use reasonable best efforts to (A) promptly 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 benefits associated with the ownership of the Held Asset, and (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; or (ii) becomes aware that it owns any Excluded Transferred Asset was not transferred to Buyer at Closing (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to use reasonable best efforts to (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, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall or (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the Company to other actions set forth in Section 8.12(a)(i) and Section 8.12(a)(ii), promptly inform Seller of that fact in writing. Thereafter, at upon the request of Sellerthe other party, Buyer undertakes (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and Seller shall reasonably cooperate with Buyerconveying such Held Asset or Omitted Asset (or part thereof), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate interests in them to the other party and (excluding B) complete all such further acts or things as the Companyother 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-of-pocket expense pursuant to this clause (b) of Seller which is not agreed to be paid or reimbursed by the amount referred to in clause transferring party or its Affiliates. (c) In the event that, following the Closing, (i) above Buyer or any Buyer Affiliate (Bincluding, for the avoidance of doubt, the Acquired Companies) receives any payment that is for the account of Seller or any of its Affiliates (excluding any Acquired Company) under a Shared Customer Contract that is unable to execute and/or be transferred out of an Acquired Company as part of the Reorganization, Buyer shall promptly remit (or cause the Company to execute be promptly remitted) such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset funds to Seller or an Affiliate of Seller nominated entity designated by Seller. , net of any Tax incurred in connection with the receipt of such funds or required to be withheld on remittance or (bii) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than receives any payment that is for the Company) (i) receives account of Buyer or any Affiliate of Buyer under a payment with Shared Customer Contract, in respect of the Business or otherwise according to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) terms of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyerthis Agreement, Seller shall undertake promptly remit (or cause to be promptly remitted) such funds to Buyer or an entity designated by Buyer. (d) Buyer or the applicable Acquired Company shall forward any claim for an Excluded Liability to Seller after the Closing and Seller shall forward any claim for an Assumed Liability to Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than after the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the CompanyClosing.

Wrong Pockets. (a) IfTo the extent that, during the twelve (12) months following the Closing and prior to the one (1)-year anniversary of the ClosingDate, Buyer or Seller discovers that any asset not intended to be transferred to Buyer pursuant to the Company transactions contemplated by this Agreement was transferred to Buyer (or held by the Company) at Closing (a “Held Asset”), Buyer shall, and shall cause its Affiliates to, (i) except to the extent reflected or otherwise taken into account promptly assign and transfer all right, title and interest in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Held Asset to Seller or an Affiliate its designated assignee, and (ii) pending such transfer, hold in trust such Held Asset and provide to Seller or its designated assignee all of Seller nominated the benefits associated with the ownership of the Held Asset, and cause such Held Asset to be used or retained as reasonably instructed by Seller. (b) IfTo the extent that, during the twelve (12) months following the Closing Date, Buyer or Seller discovers that any asset intended to be transferred to Buyer pursuant to the transactions contemplated by this Agreement was not transferred to Buyer (or held by the Company) at Closing (an “Omitted Asset”), Seller shall, and shall cause its Affiliates to, (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and cause such Omitted Asset to be used or retained as reasonably instructed by Buyer. (c) To the extent that, during the twelve (12) months following the Closing Date, (i) Buyer or any Affiliate of Buyer (including the Company) receives any payment that is for the account of Seller or any of its Affiliates (including any accounts receivable of the Business that arise prior to the one Closing), Buyer shall promptly remit, or cause to be promptly remitted, such funds to Seller or its designated assignee or (1)-year anniversary of the Closing, ii) Seller or any Affiliate of Seller receives any payment that is for the account of Buyer or any Affiliate of Buyer (other than including the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware including any accounts receivable of the Business that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than arise after the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of BuyerClosing), Seller shall undertake (and promptly remit, or cause to be promptly remitted, such funds to Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause or its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companydesignated assignee.

Wrong Pockets. (ai) If, To the extent that (A) Seller or any other Excluded Entity receives on or after the Closing Date a payment under any Acquired Contract or that is otherwise on account of the Acquired Assets or (B) any Acquired Asset remains vested in Seller or any other Excluded Entity following Closing and prior to the one (1)-year anniversary of the Closing, then Seller agrees to, or to cause such other Excluded Entity or any applicable assignee of Seller or such Excluded Entity to, promptly transfer any such payment received or Acquired Asset for no additional consideration to Buyer or the Company (i) except its designee and, to the extent reflected permitted by Legal Requirements, such amount will be held in trust for Buyer pending such transfer. Seller will notify Buyer as soon as reasonably practicable upon becoming aware that that there are any Acquired Assets in Seller’s possession or otherwise taken into account in control or that of any other Excluded Entity. (ii) To the Final Purchase Price, extent that (A) Buyer or any Purchased Entity receives on or after the Closing a payment with in respect to an of any Excluded Asset or (iiB) becomes aware that it owns any Excluded AssetAsset is vested in Buyer or any of its Affiliates following the Closing, then Buyer shall agrees to promptly, for no additional consideration, transfer such payment or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller and, to the extent permitted by Legal Requirements, such amount will be held in trust for Seller pending such transfer. ▇▇▇▇▇ will notify Seller as soon as reasonably practicable upon becoming aware that there are any Excluded Asset in Buyer’s possession or an control or that of any other Affiliate of Seller nominated by Sellerthe Buyer. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.

Wrong Pockets. To the extent that, during the twelve (a12) If, months following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or ▇▇▇▇▇▇ discovers that any Transferred Assets: (a) not intended to be transferred to or retained by the Company Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) except promptly assign and transfer all right, title and interest in such Held Asset to the extent reflected Seller or otherwise taken into account in the Final Purchase Priceits designated assignee, receives a payment with respect to an Excluded Asset or and (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicablepending such transfer, (A) hold in trust such Held Asset and provide to reimburse and/or cause the Company to reimburse Seller or its designated assignee all of the relevant Affiliate (excluding benefits associated with the Company) ownership of Seller the amount referred to in clause (i) above or Held Asset, and (B) cause such Held Asset to execute and/or cause the Company to execute such documents be used or retained as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated instructed by Seller. (b) Ifintended to be transferred to or retained by the Companies, following Closing and their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to the one Closing or otherwise retained (1)-year anniversary of the Closingeach, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred “Omitted Asset”), Seller shall, or and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Affiliate Omitted Asset to Buyer or its designated assignee, and (other than the Companyii) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicablepending such transfer, (A) hold in trust such Omitted Asset and provide to reimburse and/or cause Buyer or its relevant Affiliate (other than designated assignee all of the Company) to reimburse benefits associated with the Company ownership of the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.Omitted Asset, and

Wrong Pockets. (a) If, following Closing If and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns is determined after Closing that legal title to or beneficial or other interest in all or part of any Excluded AssetAssets have been transferred to Purchaser, Buyer shall or shall cause Purchaser shall, promptly upon the Company to promptly inform Seller of that fact in writing. Thereafter, at the reasonable request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above execute all such agreements, deeds or (B) to execute and/or cause the Company to execute such other documents as may be necessary for the purposes of transferring such assets (or part thereof) or the relevant interests in them back to Seller, (ii) complete all such further acts or things as Seller may reasonably necessary direct in order to procure transfer such assets or the relevant interests in them back to Seller, and (iii) hold the asset (or part thereof), or relevant interest in the asset, on trust for Seller (to the extent permitted by Applicable Law) until such time as the transfer of any such Excluded Asset is validly effected to Seller vest the asset (or an Affiliate of Seller nominated by part thereof) or relevant interest in the asset back to Seller. (b) If, following Closing If and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware extent that it owns is determined after Closing that legal title to or beneficial or other interest in all or part of any Transferred AssetPurchased Assets have not been transferred to Purchaser, Seller shall, or shall cause such Affiliate (other than promptly upon the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the reasonable request of BuyerPurchaser, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above execute all such agreements, deeds or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be necessary for the purposes of transferring such assets (or part thereof) or the relevant interests in them to Purchaser, (ii) complete all such further acts or things as Purchaser may reasonably necessary direct in order to procure transfer such assets or the relevant interests in them to Purchaser, and (iii) hold the asset (or part thereof), or relevant interest in the asset, on trust for Purchaser (to the extent permitted by Applicable Law) until such time as the transfer of any such Transferred Asset is validly effected to vest the Companyasset (or part thereof) or relevant interest in the asset to Purchaser.

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to To the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or Purchaser discover that any Affiliate of Seller Asset: A. not intended to be transferred to Purchaser pursuant to this Agreement and the other Transaction Documents was nevertheless transferred (other than the Company) each such Asset, a “Held Asset”), Purchaser shall, at Seller’s cost (i) receives a payment with respect promptly assign and transfer all right, title and interest in such Held Asset to an Transferred Asset Seller or its designated assignee without incremental consideration therefor, and (ii) becomes aware that it owns any Transferred pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; and B. intended to be transferred to Purchaser pursuant to this Agreement and the other Transaction Documents was not ultimately transferred (each such Asset, an “Omitted Asset”), Seller shall, at Seller’s cost, (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Purchaser or shall cause its designated assignee without incremental consideration therefor, and (ii) pending such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicabletransfer, (A) hold in trust such Omitted Asset and provide to reimburse and/or cause Purchaser or its relevant Affiliate (other than designated assignee all of the Company) to reimburse benefits associated with the Company ownership of the amount referred to in clause (i) above or Omitted Asset, and (B) cause such Omitted Asset to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents be used or retained as may be reasonably necessary to procure instructed by Purchaser. For the transfer avoidance of doubt, the provisions of this Section 6.9 shall not limit or otherwise prejudice any such Transferred Asset other rights or remedies of Purchaser under this Agreement. Notwithstanding anything to the Companycontrary herein, in no event shall Seller sell any Omitted Assets by way of an asset transfer or similar transaction.

Wrong Pockets. 3.6.1. If at any time after the Closing, Seller (a) Ifreceives any payment, following Closing remittance or other amount in respect of any Purchased Asset or Assumed Liability or (b) is in possession of any Purchased Assets, then, in each case, Seller shall transfer such funds or assets to Buyer (or Buyer’s designee) as soon as reasonably practicable upon identification of such funds or assets, for no additional consideration; it being acknowledged and prior agreed that Buyer shall have already paid full consideration for all such funds and assets by payment of the Purchase Price. Prior to any such transfer, Seller shall preserve the one (1)-year anniversary value of and hold in trust for the use and benefit of Buyer of such funds or assets and provide to Buyer all of the benefits arising from such funds or assets and otherwise cause such funds or assets to be used as reasonably instructed by Buyer. 3.6.2. If at any time after the Closing, Buyer (a) receives any payment, remittance or the Company (i) except to the extent reflected or otherwise taken into account other amount in the Final Purchase Price, receives a payment with respect to an of any Excluded Asset or Excluded Liability or (iib) becomes aware that it owns is in possession of any Excluded AssetAssets that were transferred to Buyer in error, then, in each case, Buyer shall promptly transfer such funds or assets to Seller (or Seller’s designee) as soon as reasonably practicable upon identification of such funds or assets, for no consideration (net of any reasonable fees and expenses incurred by as a result of such error). Prior to any such transfer, Buyer shall cause preserve the Company to promptly inform value of and hold in trust for the use and benefit of Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (such funds or assets and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset provide to Seller all of the benefits arising from such funds or an Affiliate of Seller nominated assets and otherwise cause such funds or assets to be used as reasonably instructed by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.

Wrong Pockets. (a) If, following Closing If and prior to the one (1)-year anniversary extent that it is determined following the Closing that legal title to or beneficial or other interest in all or part of the Closingany Excluded Assets have been transferred to Buyer, or that legal title to or beneficial or other interest in and all or part of any Purchased Assets has not been transferred to Buyer, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, shall, promptly upon the request of the other party: (Aa) to reimburse and/or cause the Company to reimburse Seller execute all such agreements, deeds or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such other documents as may be necessary for the purposes of transferring such assets (or part thereof) or the relevant interests in them to the other party, (b) complete all such further acts or things as the other party may reasonably necessary direct in order to procure transfer such assets or the relevant interests in them to the other party and (c) hold the asset (or part thereof), or relevant interest in the asset, in trust for the other party (to the extent permitted by applicable Law) until such time as the transfer of any such Excluded Asset is validly effected to Seller vest the asset (or an Affiliate of Seller nominated by Sellerpart thereof) or relevant interest in the asset to the other party. (b) IfSeller shall promptly, following Closing and prior in any event within ten Business Days of receipt, remit (or cause to be remitted) to the one (1)-year anniversary Buyer all monies received by Seller following the Closing in respect of the ClosingPurchased Assets; provided that, if Seller fails to remit (or any Affiliate cause to be remitted) such monies within ten Business Days of Seller (other than Seller’s receipt of such monies, the Company) (i) receives a payment with respect to an Transferred Asset amount of such monies shall not be included in the calculation of Specified Collections or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writingPurchase Price. Thereafter, at the request of Buyer, Seller shall undertake (and The Buyer shall reasonably cooperate with Seller), as applicable, promptly remit (Aor cause to be promptly remitted) to reimburse and/or cause its relevant Seller all monies received by the Buyer following the Closing in respect of the Excluded Assets. Payments remitted to Seller pursuant to this paragraph shall be in the form received by the remitting party or applicable Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companythereof.

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of after the Closing, (i) Seller or Purchaser reasonably determines that any tangible or intangible asset that should not have been transferred to Purchaser pursuant to this Agreement has been transferred to Purchaser or (ii) Seller or Purchaser reasonably determines that any tangible or intangible asset that should have been transferred to Purchaser pursuant to this Agreement (including by reason of the fact that such asset is used exclusively in the Business, or in the event that the failure to transfer such asset to Purchaser resulted in or would reasonably be expected to result in a breach of the representations and warranties set forth in Section 4.9(a)), has not been transferred to Purchaser, Purchaser and Seller shall consult with one another in good faith and reasonably cooperate to determine if such asset is held by the wrong Party and, if so determined, to effect the transfer of such asset to the appropriate Party or its designee as soon as practicable and for no additional consideration. (c) If and solely to the extent that any Software or Intellectual Property (excluding Trademarks) owned by a Seller or any Affiliate of a Seller (other than as of the Company) Closing (i) receives a payment was used in any product or service of, or in the conduct of, the Business and (ii) would be infringed, misappropriated, or otherwise violated by the continued use or other commercial exploitation of such product or service or the continued conduct of the Business in (1) the same manner as used, exploited or conducted by Seller immediately prior to Closing, or (2) the reasonable expansion of the Business hereafter, then Seller, on behalf of itself and its Affiliates and its and their successors and assigns, hereby agrees not to, initiate, institute, commence, file, maintain or prosecute any action, lawsuit, proceeding or other claim of any kind against Purchaser, its Affiliates, any of its or their successors or assigns, or any of its or their sublicensees, suppliers, manufacturers, distributors, resellers, contractors, consultants and customers, with respect to an Transferred Asset use of such Software or Intellectual Property (iiexcluding Trademarks) becomes aware that in connection with, and to the extent it owns any Transferred Assetrelates to, Seller shallthe Business, or shall assist or cause such Affiliate any third party to do any of the foregoing. (other than d) Any dispute between the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above Parties regarding whether any Intellectual Property should be transferred or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as licensed under this Section 9.8 may be reasonably necessary to procure the transfer brought by any Party in a court of any such Transferred Asset to the Company.competent jurisdiction in accordance with Section 13.6. 49

Wrong Pockets. (1) To the extent that, during the eighteen (18) months following the Closing Date, Buyer or Seller or Seller Parent discovers that: (a) If, any Pre-Closing Transferred Assets or other assets of a type or category that are Pre- Closing Transferred Assets remained with the Purchased Corporations or Buyer following Closing and prior to the one (1)-year anniversary of the Closingeach, a “Held Asset”), Buyer or the Company shall, and shall cause its Affiliates to (i) except promptly assign and transfer all right, title and interest in such Held Asset to the extent reflected Seller or otherwise taken into account in the Final Purchase Priceits designated assignee, receives a payment with respect to an Excluded Asset or and (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicablepending such transfer, (A) hold in trust such Held Asset and provide to reimburse and/or cause the Company to reimburse Seller or its designated assignee all of the relevant Affiliate (excluding benefits associated with the Company) ownership of Seller the amount referred to in clause (i) above or Held Asset, and (B) cause such Held Asset to execute and/or cause the Company to execute such documents be used or retained as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated instructed by Seller.; and (b) If, following Closing and prior any Purchased Assets or other assets of a type or category that are Purchased Assets were transferred to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller its Affiliates at Closing (other than the Company) (i) receives a payment with respect to each, an Transferred Asset or (ii) becomes aware that it owns any Transferred “Omitted Asset”), Seller shall, or and Seller Parent shall cause Seller and its Affiliates to (i) promptly assign and transfer all right, title and interest in such Affiliate Omitted Asset to Buyer or its designated assignee, and (other than the Companyii) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicablepending such transfer, (A) hold in trust such Omitted Asset and provide to reimburse and/or cause Buyer or its relevant Affiliate (other than designated assignee all of the Company) to reimburse benefits associated with the Company ownership of the amount referred to in clause (i) above or Omitted Asset, and (B) cause such Omitted Asset to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents be used or retained as may be reasonably necessary to procure instructed by Buyer. (2) In the transfer event that, following the Closing, either party or an Affiliate receives any payment that is for the account of any such Transferred Asset the other pursuant to the Companyterms of this Agreement, the party receiving such payment shall promptly remit (or cause to be promptly remitted) such funds to the other party or an entity designated by such other party.

Wrong Pockets. To the extent that, during the twelve (a12) If, months following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or Seller discovers that any Transferred Assets: (a) not intended to be transferred to or retained by the Company Companies, their Subsidiaries or Buyer pursuant to the Contemplated Transactions were transferred at or prior to Closing or otherwise retained (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (i) except promptly assign and transfer all right, title and interest in such Held Asset to the extent reflected Seller or otherwise taken into account in the Final Purchase Priceits designated assignee, receives a payment with respect to an Excluded Asset or and (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with Buyer), as applicablepending such transfer, (A) hold in trust such Held Asset and provide to reimburse and/or cause the Company to reimburse Seller or its designated assignee all of the relevant Affiliate (excluding benefits associated with the Company) ownership of Seller the amount referred to in clause (i) above or Held Asset, and (B) cause such Held Asset to execute and/or cause the Company to execute such documents be used or retained as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller nominated instructed by Seller. (b) Ifintended to be transferred to or retained by the Companies, following Closing and their Subsidiaries or Buyer pursuant to the Contemplated Transactions were not transferred at or prior to Closing or otherwise retained (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the one benefits associated with the ownership of the Omitted Asset, and (1)-year anniversary B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. To the extent permitted by applicable Law, for Tax purposes, any Held Asset shall be considered to have never been transferred, any Omitted Asset shall be considered to have been transferred as of the Closing, Seller or any Affiliate of Seller (other than and in either case the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or Allocation Schedule shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companyadjusted accordingly.