Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. To the extent that following the Closing, Seller or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; 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 its Affiliates to (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 benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Purchaser.

Wrong Pockets. To (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 Purchaser discover that any Asset: Affiliate of Seller (aother than the Company) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held receives a payment with respect to an Transferred Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such transferAffiliate (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) hold to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in trust such Held Asset and provide to Seller clause (i) above or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such Held Asset to be used or retained documents as may be reasonably instructed by Seller; and (b) intended necessary to be transferred to Purchaser pursuant procure the transfer of any such Transferred Asset 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 its Affiliates to (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 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 PurchaserCompany.

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

Wrong Pockets. To the extent (a) If any asset of Seller or its Affiliates that would otherwise constitute a Purchased Asset or a Contributed Asset remains vested in Seller or any of its Affiliates following the Closing, Seller shall (or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates applicable Affiliate to) transfer such asset to (i) promptly assign Buyer or its designee, in case such asset would be a Purchased Asset pursuant to the definition thereof or (ii) SPV, in case such asset would be a Contributed Asset pursuant to the definition thereof, in each case ((i) or (ii)) as soon as reasonably practicable and transfer for no consideration (it being acknowledged and agreed that Buyer shall have already paid good consideration for all rightsuch Purchased Assets by paying the Purchase Price and that SPV shall have already paid good consideration for all such Contributed Assets by issuing membership interests to Seller). Seller or its applicable Affiliate shall notify Buyer as soon as reasonably practicable upon becoming aware that there are any such assets in its possession or control. (b) If any asset of Seller or its Affiliates that does not constitute a Purchased Asset or a Contributed Asset becomes vested in Buyer (or any of its Affiliates) or in SPV, title and interest respectively, following Closing, Buyer shall (or shall cause its applicable Affiliate to), respectively, transfer, or cooperate with Seller in causing SPV to transfer, such Held Asset asset to Seller or its designated assignee without delivery of any incremental consideration therefor, designee as soon as reasonably practicable and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller for no consideration. Buyer or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause applicable Affiliate shall notify Seller as soon as reasonably practicable upon becoming aware that there are any such Held Asset to be used assets in its possession 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 its Affiliates to (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 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 Purchasercontrol.

Wrong Pockets. To the extent that following the Closing, Seller or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to If, following Closing, Buyer or any of the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to Transferred Subsidiaries (i) promptly assign except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset, including any refund or other amount which is related to claims, litigation, insurance or other matters for which Sellers are responsible hereunder, and transfer all right, title and interest in such Held which amount is not a Transferred Asset to Seller or its designated assignee without delivery an asset of any incremental consideration thereforof the Transferred Subsidiaries, or is otherwise properly due and owing to Sellers or one of their Subsidiaries in accordance with the terms of this Agreement or (ii) pending such transferbecomes aware that it owns any Excluded Asset or is subject to any Retained Liability, Buyer shall or shall cause the applicable Transferred Subsidiary to promptly inform Sellers of that fact in writing. Thereafter, Buyer shall (and Sellers shall reasonably cooperate with Buyer), as applicable, (A) hold reimburse and/or cause the applicable Transferred Subsidiary to reimburse Sellers or their relevant Controlled Affiliates the amount referred to in trust such Held Asset and provide to Seller clause (i) above or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) execute and/or cause the applicable Transferred Subsidiary to execute such Held Asset to be used or retained documents as may be reasonably instructed necessary to procure the transfer of any such Excluded Asset or Retained Liability to Sellers or a Controlled Affiliate of Sellers nominated by Seller; andSellers. (b) intended to be transferred to Purchaser pursuant to If, following Closing, Sellers or any Controlled Affiliate of Sellers (other than 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 its Affiliates to Transferred Subsidiaries) (i) promptly assign and transfer all rightreceives a payment with respect to a Transferred Asset, title and interest in such Omitted Asset including any refund or other amount which is related to Purchaser claims, litigation, insurance or its designated assignee without delivery of any incremental consideration thereforother matters for which Xxxxx is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Buyer or one of its Controlled Affiliates (including the Transferred Subsidiaries) in accordance with the terms of this Agreement or (ii) pending becomes aware that it owns any Transferred Asset or is subject to any Assumed Liability, Sellers shall, or shall cause such transferControlled Affiliate of Sellers to, promptly inform Buyer of that fact in writing. Thereafter, Sellers shall (and Buyer shall reasonably cooperate with Sellers), as applicable, (A) hold in trust such Omitted Asset and provide reimburse and/or cause its relevant Controlled Affiliate to Purchaser reimburse the applicable Transferred Subsidiary (or Buyer or its designated assignee all of Controlled Affiliate, as applicable) the benefits associated with the ownership of the Omitted Asset, and amount referred to in clause (i) above or (B) execute and/or cause the relevant Controlled Affiliate of Sellers to execute such Omitted Asset to be used or retained documents as may be reasonably instructed by Purchasernecessary to procure the transfer of any such Transferred Asset or Assumed Liability to the applicable Transferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable).

Wrong Pockets. To (a) If, following Closing and prior to the extent that following two-year anniversary of the Closing, Seller Buyers or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to either Company (i) promptly assign and transfer all rightexcept to the extent reflected or otherwise taken into account in the Final Cash Consideration, title and interest in such Held receives a payment with respect to an Excluded Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and correspondence intended for the Retained Business or (ii) pending such transferbecomes aware that it owns any Excluded Asset or retained, assumed or otherwise remains or becomes liable for any Excluded Liability, Buyers shall or shall cause the applicable Company to promptly inform Sellers of that fact in writing. Thereafter, at the request of Sellers (in the case of any Excluded Asset) or Buyers (in the case of any Excluded Liability), Buyers and Sellers shall undertake, as applicable, (A) hold to reimburse and/or cause the applicable Company to reimburse Sellers or their relevant Affiliate the amount referred to in trust clause (i) above or deliver such Held Asset and provide correspondence to Seller Sellers or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) to execute and/or cause applicable Company to execute such Held Asset to be used or retained documents as may be reasonably instructed necessary to procure the transfer of any such Excluded Asset or assumption of such Excluded Liability to or by Seller; andthe applicable Seller or its Affiliate for no consideration. (b) intended to be transferred to Purchaser pursuant If, following Closing and prior to the transactions contemplated by this Agreement two-year anniversary of the Closing, Sellers or any of their Affiliates (i) receives a payment with respect to any Transferred Asset or correspondence intended for the Business or (ii) becomes aware that it owns any Transferred Asset or retained, assumed or otherwise remains or becomes liable for any Assumed Liability, Sellers shall, or shall cause such Affiliate to, promptly inform Buyers of that fact in writing. Thereafter, at the request of Buyers (in the case of any Transferred Asset) or Sellers (in the case of any Assumed Liability), Buyers and Sellers shall undertake, as applicable, (A) to reimburse and/or cause their relevant Affiliate to reimburse the other Transaction Documents was not transferred atapplicable Company the amount referred to in clause (i) above or deliver such correspondence to Buyers or (B) to execute and/or cause their relevant Affiliate to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or the Assumption of any such Assumed Liability, prior to or by the applicable Company for no consideration. (c) Without limiting Section 4.21(a) and Section 4.21(b), from and after the Closing until the second (each such Asset, an “Omitted Asset”)2nd) anniversary of the Closing Date, Seller shall, at no cost to Buyers, transfer to Buyers any asset owned by and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Asset to Purchaser the possession or control of Seller Parent or its designated assignee without delivery Subsidiary to the extent that the failure of Seller or its Subsidiary to transfer, or otherwise grant such access or use to, such asset as of the Closing resulted in a breach, as of the Closing, 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 benefits associated with the ownership representations and warranties of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by PurchaserSeller contained in Section 2.21(b).

Wrong Pockets. To the extent that following the Closing, Seller or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to If, following Closing, Buyer or any of the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to Transferred Subsidiaries (i) promptly assign except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset, including any refund or other amount which is related to claims, litigation, insurance or other matters for which Sellers are responsible hereunder, and transfer all right, title and interest in such Held which amount is not a Transferred Asset to Seller or its designated assignee without delivery an asset of any incremental consideration thereforof the Transferred Subsidiaries, or is otherwise properly due and owing to Sellers or one of their Subsidiaries in accordance with the terms of this Agreement or (ii) pending such transferbecomes aware that it owns any Excluded Asset or is subject to any Retained Liability, Buyer shall or shall cause the applicable Transferred Subsidiary to promptly inform Sellers of that fact in writing. Thereafter, Buyer shall (and Sellers shall reasonably cooperate with Buyer), as applicable, (A) hold reimburse and/or cause the applicable Transferred Subsidiary to reimburse Sellers or their relevant Controlled Affiliates the amount referred to in trust such Held Asset and provide to Seller clause (i) above or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) execute and/or cause the applicable Transferred Subsidiary to execute such Held Asset to be used or retained documents as may be reasonably instructed necessary to procure the transfer of any such Excluded Asset or Retained Liability to Sellers or a Controlled Affiliate of Sellers nominated by Seller; andSellers. (b) intended to be transferred to Purchaser pursuant to If, following Closing, Sellers or any Controlled Affiliate of Sellers (other than 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 its Affiliates to Transferred Subsidiaries) (i) promptly assign and transfer all rightreceives a payment with respect to a Transferred Asset, title and interest in such Omitted Asset including any refund or other amount which is related to Purchaser claims, litigation, insurance or its designated assignee without delivery of any incremental consideration thereforother matters for which Bxxxx is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Buyer or one of its Controlled Affiliates (including the Transferred Subsidiaries) in accordance with the terms of this Agreement or (ii) pending becomes aware that it owns any Transferred Asset or is subject to any Assumed Liability, Sellers shall, or shall cause such transferControlled Affiliate of Sellers to, promptly inform Buyer of that fact in writing. Thereafter, Sellers shall (and Buyer shall reasonably cooperate with Sellers), as applicable, (A) hold in trust such Omitted Asset and provide reimburse and/or cause its relevant Controlled Affiliate to Purchaser reimburse the applicable Transferred Subsidiary (or Buyer or its designated assignee all of Controlled Affiliate, as applicable) the benefits associated with the ownership of the Omitted Asset, and amount referred to in clause (i) above or (B) execute and/or cause the relevant Controlled Affiliate of Sellers to execute such Omitted Asset to be used or retained documents as may be reasonably instructed by Purchasernecessary to procure the transfer of any such Transferred Asset or Assumed Liability to the applicable Transferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable).

Wrong Pockets. (a) To the extent that that, during the twelve (12) months following the ClosingClosing Date, Buyer or Seller or Purchaser discover discovers that any Assetassets: (ai) not intended to be directly or indirectly transferred to Purchaser Buyer pursuant to the transactions contemplated by this Agreement and were transferred (or held by the other Transaction Documents was transferred at, prior to or after the Acquired Companies) at Closing (each such Asseteach, a “Held Asset”), Purchaser Buyer shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery of any incremental consideration thereforassignee, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; and. (bii) intended to be transferred to Purchaser Buyer pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was were not transferred at, prior to or after the at Closing (each such Asseteach, 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 Purchaser Buyer or its designated assignee without delivery of any incremental consideration thereforassignee, and (ii) pending such transfer, (A) hold in trust such Omitted Asset and provide to Purchaser 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 PurchaserBuyer. (b) In the event that, following 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 receives any payment that is for the account of Buyer or any Affiliate of Buyer in respect of the Business or otherwise according to the terms of this Agreement, Seller shall promptly remit (or cause to be promptly remitted) such funds to Buyer or an entity designated by Buyer.

Wrong Pockets. (a) To the extent that following the Closingright, Seller title or interest to any asset, property or right held by Purchaser discover that or any Asset: of its subsidiaries or Affiliates (aacting in good faith) not intended is determined to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or is otherwise identified as a Seller-Retained Asset on or after the Closing Date, (each i) such Assetasset, a “Held Asset”), property or right shall from Closing have been and be held in trust by Purchaser for the benefit of and on behalf of Seller; and (ii) Purchaser shall, and shall cause its applicable subsidiaries or Affiliates to, assign, convey or as promptly as practicable transfer any such asset, property or right to Seller (or an Affiliate thereof as Seller may specify (without additional consideration or cost being paid or incurred by Seller)), in each case, pursuant to an instrument of transfer reasonably satisfactory to Seller. Purchaser and Seller shall each bear 50% of all out-of-pocket expenses incurred in connection with the transfer contemplated by this Section 6.4(a). (b) To the extent that right, title or interest to any asset, property or right held by Seller or any of its retained subsidiaries or Affiliates (acting in good faith) is determined to be or is otherwise identified as an Acquired Business Asset on or after the Closing Date, (i) promptly assign such asset, property or right shall from Closing have been and transfer all right, title be held in trust by Seller for the benefit of and interest in such Held Asset to Seller or its designated assignee without delivery on behalf of any incremental consideration therefor, Purchaser and the Acquired Companies and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; 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 its applicable subsidiaries or Affiliates to, assign, convey or as promptly as practicable transfer any such asset, property or right to Purchaser or an Acquired Company (or an Affiliate thereof as Purchaser may specify (without additional consideration or cost being paid or incurred by Purchaser or the Acquired Companies)), in each case, pursuant to an instrument of transfer reasonably satisfactory to Purchaser. Purchaser and Seller shall each bear 50% of all out-of-pocket expenses incurred in connection with the transfer contemplated by this Section 6.4(b). (c) Except as otherwise provided in this Agreement or any Transaction Documents, following the Closing, (i) if any payments due with respect to the Acquired Business that should have been sent to Purchaser or any of the Acquired Companies are paid to Seller or any of its Affiliates (other than the Acquired Companies), Seller shall, or shall cause its applicable Affiliate to, promptly assign and transfer all right, title and interest remit by wire or draft such payment to an account designated in such Omitted Asset writing by Purchaser (including promptly forwarding corresponding invoices or similar documentation to Purchaser or its designated assignee without delivery of any incremental consideration therefor, designee) and (ii) pending if any payments due with respect to the Seller-Retained Business and should have been sent to Seller or any of its Affiliates are paid to Purchaser, the Acquired Companies or their Affiliates, Purchaser shall, or shall cause its Affiliates to, promptly remit by wire or draft such transfer, (A) hold payment to an account designated in trust such Omitted Asset and provide to Purchaser or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed writing by PurchaserSeller.

Wrong Pockets. To (a) If at any time after the extent Closing: (i) Any member of the Remaining Seller Group receives (A) any refund or other amount that following is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement or (B) any refund or other amount that is related to claims or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser; or (ii) Purchaser or any of its Affiliates receives (A) any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to any member of the Remaining Seller Group in accordance with the terms of this Agreement, or (B) any refund or other amount that is related to claims or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to any member of the Remaining Seller Group in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to Seller. (b) If at any time after the Closing, Purchaser or any of its Affiliates shall receive or otherwise possess any asset or liability that should belong to any member of the Remaining Seller Group pursuant to this Agreement, Purchaser shall, except to the extent the asset is not transferable as provided in Section 2.06 or Section 2.07 promptly notify and transfer, or cause to be transferred, such asset or liability to Seller or any of its Affiliates. If at any time after the Closing, any member of the Remaining Seller Group shall receive or otherwise possess any asset or liability that should belong to Purchaser discover or any of its Affiliates pursuant to this Agreement, Seller shall, except to the extent the asset is not transferable as provided in Section 2.06 or Section 2.07, promptly notify and transfer, or cause to be transferred, such asset or liability to Purchaser or any of its Affiliates. Prior to any such transfer of assets pursuant to this Section 6.07(b), Seller and Purchaser agree that the Person receiving or possessing such asset shall hold such asset in trust for the Person to whom such asset should rightfully belong pursuant to this Agreement. (c) If at any time there exist (i) assets that any Asset: party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, transferred to Purchaser or retained by Seller or any of their respective Affiliates or (aii) Liabilities that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, assumed by Purchaser or retained by Seller or any of their respective Affiliates, then the parties shall cooperate in good faith to effect the transfer or retransfer of such misallocated assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall not intended use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the assets to be transferred to or Liabilities to be assumed by Purchaser pursuant or retained by Sellers or any of their respective Affiliates. (d) Seller and Purchaser agree that at all times from and after the Closing, if an Action is commenced by a third party naming both parties (or any Affiliate of such party) as defendants and with respect to which a named party (or any Affiliate of such party) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named party under this Agreement, then the transactions other party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Action. (e) Each party hereto shall cooperate with each other party hereto and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Agreement and Section 6.07. (f) For the other Transaction Documents was transferred atavoidance of doubt, prior to the transfer or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery assumption of any incremental assets or Liabilities under this Section 6.07 shall be effected without any additional consideration therefor, and (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed payable 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 its Affiliates to (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 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 Purchaserparty hereto.

Wrong Pockets. To the extent that following (a) If, after the Closing, Buyer or Seller identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or Purchaser discover that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shall, or shall cause one of the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Asset:Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement On and the other Transaction Documents was transferred at, prior to or after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (each such Asset, a “Held Asset”including accountant’s work papers), Purchaser shallinformation, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall cause not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) promptly assign and transfer all right, title and interest in such Held Asset to the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its designated assignee without delivery Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of any incremental consideration thereforsuch third party to such inspection or disclosure, and (ii) pending the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such transfer, waiver) or (Aiii) hold in trust such Held Asset and provide the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to Seller the accuracy or its designated assignee all completeness of the benefits associated with the ownership of the Held Assetany information provided pursuant to this Section 7.06(b), and (B) cause Buyer may not rely on the accuracy or completeness of such Held Asset to be used or retained information, in each case other than as may be reasonably instructed by expressly set forth in Seller; and (b) intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement ’s representations 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 its Affiliates to (i) promptly assign and transfer all right, title and interest warranties set forth 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 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 PurchaserArticle 3.

Wrong Pockets. To Until the extent that following first anniversary of the ClosingClosing Date, Seller if either Buyer, on the one hand, or Purchaser discover Sellers, on the other hand, becomes aware that any Asset: (a) of the Acquired Assets has not intended to be been transferred to Purchaser pursuant Buyer or any of its Affiliates or that any of the Excluded Assets has been transferred to Buyer or its Affiliates (other than as contemplated in the transactions contemplated by this Agreement Transaction Documents), Buyer or Sellers, as applicable, shall promptly notify the other and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser Parties shall, and shall cause its Affiliates as soon as reasonably practicable, ensure that such property is transferred, with any necessary prior Third Party Consent, to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller Buyer or its designated assignee without delivery applicable Affiliate, in the case of any incremental consideration therefor, and Acquired Asset which was not transferred to Buyer at the Closing; or (ii) pending such transferthe applicable Seller, (A) hold in trust such Held the case of any Excluded 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 which was transferred to Purchaser pursuant to Buyer at the transactions contemplated by this Agreement and Closing. Without limiting the other Transaction Documents was not transferred atforegoing, prior to or Buyer agrees that, after the Closing Date, (each such w) if Buyer or any of its Affiliates receives any payment that is an Excluded Asset, Buyer shall hold and shall promptly transfer and deliver such payment to Sellers (at an “Omitted Asset”account designated by Sellers), Seller shallfrom time to time as and when received by Buyer or its Affiliate and in the currency received, and Buyer shall cause account to Sellers for all such receipts, (x) if Sellers or any of their Affiliates receive any payment that is an Acquired Asset, the applicable Seller shall hold and shall promptly transfer and deliver such payment to Buyer (at an account designated by Buyer), from time to time as and when received by Sellers or their Affiliates and in the currency received, and Sellers shall account to Buyer for all such receipts, (y) Buyer shall promptly deliver to Sellers any invoice Buyer or any of its Affiliates to (i) promptly assign and transfer all right, title and interest receives in such Omitted Asset to Purchaser or its designated assignee without delivery respect of any incremental consideration therefor, account payable that is an Excluded Liability and (iiz) pending such transfer, (A) hold Sellers shall promptly deliver to Buyer any invoice Sellers or any of their Affiliates receive in trust such Omitted Asset and provide to Purchaser or its designated assignee all respect 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 Purchaserany accounts payable that is an Assumed Liability.

Wrong Pockets. To the extent that following the Closing[*] = Certain confidential information contained in this document, Seller or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated marked by this Agreement and the other Transaction Documents was transferred atbrackets, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to has been omitted because it is both (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, not material and (ii) pending such transferis the type that the registrant treats as private or confidential. (i) If, following Closing, (i) the Company or any of its Subsidiaries (excluding the Transferred Entities) receives a payment with respect to any Transferred Asset or (ii) the Company or its Subsidiaries (including the Transferred Entities) or Investor becomes aware that any Transferred Asset remains with, or has been transferred to, the Company or any of its Subsidiaries (excluding the Transferred Entities), the Company shall (A) hold in trust such Held Asset and provide to Seller reimburse, or its designated assignee all cause the relevant Subsidiary of the benefits associated with Company (excluding the ownership of Transferred Entities) to reimburse the Held Asset, and relevant Transferred Entity (or such other Transferred Entity nominated by the Company) the amount referred to in clause (i) above or (B) promptly execute and/or cause the relevant Subsidiary of the Company (including the Transferred Entities) to execute, such Held Asset to be used or retained documents as may be reasonably instructed necessary to procure the transfer of any such Transferred Asset from the Company or its Subsidiary (excluding the Transferred Entities) to a Transferred Entity nominated by Seller; andthe Company. (bii) intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not transferred atIf, prior to or after the Closing (each such Assetfollowing 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 any Transferred Entity receives a payment with respect to an Excluded Asset to Purchaser or its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transferthe Company or its Subsidiaries (including the Transferred Entities) becomes aware that any Excluded Asset has been transferred to, or remains with, the Transferred Entities, the Company shall (A) hold in trust such Omitted Asset and provide cause the relevant Transferred Entity to Purchaser reimburse the Company or its designated assignee all the relevant Subsidiary of the benefits associated with Company (excluding the ownership of Transferred Entities) the Omitted Asset, and amount referred to in clause (i) above or (B) promptly execute and/or cause the relevant Subsidiary of the Company (including the Transferred Entities) to execute such Omitted Asset to be used or retained documents as may be reasonably instructed necessary to procure the transfer of any such Excluded Asset from the Transferred Entity to the Company or a Subsidiary of the Company nominated by Purchaserthe Company (other than the Transferred Entities). (iii) For the avoidance of doubt, this clause (c) shall only apply if an Alternative Transaction Election has been made and Investor has made a Ring-Fencing Election in accordance with Section 5.7(b)(i).

Wrong Pockets. To the extent that (a) If, following the Closing, Seller any right, property or Purchaser discover that any Asset: (a) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred atasset which, prior to the Closing, was primarily used in, held for use primarily in, or after primarily useful in the Closing Covered Business (each such Asset, a “Held Asset”as compared to other businesses), Purchaser shallis found to have been retained in error by any Seller Parent Group Member, the applicable Seller Parent Group Member will deliver, or cause to be delivered, at the applicable Seller Parent Group Member’s sole cost and shall cause its Affiliates to (i) promptly assign and transfer all expense, such right, title and interest property or asset (subject to any applicable related liabilities) as soon as reasonably practicable to the Company or an Affiliate thereof designated by Purchaser in such Held Asset writing. If, following the Closing, any right, property or asset which, prior to the Closing, was used by a Seller Parent Group Member, but not primarily used in, held for use in, or its designated assignee without delivery of any incremental consideration thereforprimarily useful in the Covered Business (as compared to other businesses), and (ii) pending such transferis found to have been retained in error by the Company, (A) hold in trust such Held Asset and provide to Seller the Company will deliver, 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 delivered, at the Company’s sole cost and expense, such right, property or retained asset (subject to any applicable related liabilities) as may be soon as reasonably instructed practicable to the applicable Seller Parent Group Member or an Affiliate thereof designated by Seller; andSeller in writing. (b) intended to be transferred to Purchaser pursuant If, following the Closing, Apex Crypto identifies any Intellectual Property Right that (i) was owned by Seller and its Affiliates (other than the Company) as of the Closing, (ii) was Excluded IP (as defined in the IP Assignment Agreement) that was not expressly provided to the transactions contemplated by this Company under the Commercial Agreement or Transition Services Agreement, and (iii) is reasonably required to operate the other Transaction Documents Covered Business in the same or substantially same manner as it was not transferred at, operated prior to or after the Closing (“Other IP”), then the Company shall provide written notice to Seller of its request for access to such item of Other IP. Promptly following receipt of such notice from the Company, Seller shall cooperate in good faith with the Company to determine whether access to such Other IP is reasonably required to operate the Covered Business in the same or substantially same manner as it was operated prior to the Closing, and, if so (any such Other IP, the “Agreed Other IP”), the parties shall make such mutually agreeable arrangements as are reasonable to provide access to such Agreed Other IP, including under the Commercial Agreement or by standalone license, at no additional charge unless otherwise mutually agreed in writing by the Company and Seller (each such Assetarrangement, license or agreement, an “Omitted AssetAlternative Arrangement”). (c) In consideration of the purchase and sale of Purchased Interests hereunder, Seller Parent Group Members hereby agree and covenant on behalf of themselves and future Affiliates and successors (“Seller Parties”), that neither Seller shallParent Group Members nor any Seller Party will assert, or authorize, assist, or encourage any third party to assert, against Purchaser Group Members or any Purchaser Group Member’s current or future Affiliates, customers, end users, vendors, business partners, successors, or licensors, any Intellectual Property Rights infringement or other claim regarding any Purchaser Group Member’s use of any Agreed Other IP prior to the date on which an Alternative Arrangement takes effect in respect thereof to the extent that such Agreed Other IP was used in a manner consistent with how such Agreed Other IP was used in the Covered Business prior to Closing (the “Non-Assert”). Seller Parent Group Members agree that, if they or their business is acquired (whether by merger, stock sale, asset purchase, or any other corporate transaction or reorganization) or if a Seller Parent Group Member undergoes a change of control, then the Non-Assert will remain binding on such Seller Parent Group Members and shall cause its Affiliates bind any such acquirer or successor to (i) promptly such Seller Parent Group Members. The parties agree that Purchaser may freely assign and or transfer all rightthe Non-Assert to any Affiliate or successor in connection with a merger, title and interest in such Omitted Asset to Purchaser stock sale, asset purchase, change of control, 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 other corporate transaction 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 Purchaserreorganization.

Wrong Pockets. To (a) If, following the Closing, Buyer or a Transferred Subsidiary (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 applicable Transferred Subsidiary to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer shall undertake (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the applicable Transferred Subsidiary to reimburse Seller or the relevant Affiliate of Seller the amount referred to in clause (i) above or (B) to execute and/or cause the applicable Transferred Subsidiary 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 designated by Seller. (b) If, following the Closing, Seller or Purchaser discover that any Asset: Affiliate of Seller (aexcluding the Transferred Subsidiaries) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Held receives a payment with respect to a Transferred Asset to Seller or its designated assignee without delivery of any incremental consideration therefor, and the Business or (ii) pending becomes aware that it owns or has retained any Transferred Asset, Seller shall, or shall cause such transferAffiliate of Seller to, promptly inform Buyer of that fact in writing. Thereafter, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) hold to reimburse and/or cause its relevant Affiliate to reimburse Buyer the amount referred to in trust such Held Asset clause (i) above and to provide to Seller Buyer reasonably available payment details and remittance information or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) at the request of Buyer, to execute and/or cause the relevant Affiliate of Seller to execute such Held Asset to be used or retained documents as may be reasonably instructed by Seller; and (b) intended necessary to be transferred to Purchaser pursuant to procure the transactions contemplated by this Agreement and the other Transaction Documents was not transferred at, prior to or after the Closing (each transfer of any such Asset, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all right, title and interest in such Omitted Transferred Asset to Purchaser Buyer 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 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 Purchaserdesignee.

Wrong Pockets. To 11.1 Without prejudice to any other rights or remedies of the extent that following Buyer under this Agreement, and subject to clause 10 and any specific procedures agreed in relation to the Closingtransfer of the Marketing Authorisations, Seller if any Asset or Purchaser discover that any Asset: (a) Assumed Liability has not intended to be been vested in or transferred to Purchaser pursuant to the Buyer or a Nominated Buyer Company by virtue of the transactions contemplated by carried out under this Agreement and the other Transaction Documents was transferred atDocuments, prior the Buyer or the Seller may give written notice of this to or after the Closing (each other party. If such Asset, a “Held Asset”), Purchaser notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's direction, to another Buyer’s Group Company for no additional consideration, and the Buyer shall, or shall cause its Affiliates another Buyer's Group Company to, accept such Asset or assume such Assumed Liability. 11.2 Without prejudice to (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller any other rights or its designated assignee without delivery remedies of any incremental consideration thereforthe parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (iicontrary to the intention of this Agreement) pending such transfer, (A) hold transferred from the Seller to the Buyer or a Nominated Buyer Company in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated connection 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 carried out under this Agreement and the other Transaction Documents was not transferred atDocuments, prior the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or after the Closing (each relevant Nominated Buyer Company is able, transfer or procure the transfer of such AssetRetained Asset or Retained Liability to the Seller or, an “Omitted Asset”)at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, and or shall cause its Affiliates to (i) promptly assign and transfer all rightanother Seller's Group Company to, title and interest in accept such Omitted Retained 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 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 PurchaserRetained Liability.