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 Subject to the extent that following terms of this Agreement, in the event that, at any time or from time to time for a period of twelve (12) months after the Closing, Seller if either Party or Purchaser discover that any Asset:of its Affiliates (such Person, the “Relevant Person”): (a) not intended Identifies that it is holding any asset (including any Contract), right or Liability that is (or not) exclusively related to be transferred to Purchaser pursuant the Business, and that, after giving effect to the transactions contemplated herein, should be held and owned solely by this Agreement and the other Transaction Documents was transferred at, prior to Party (or after its Affiliate) (the Closing (each such Asset, a “Held AssetRelevant Transferee”), Purchaser shallthen the Seller or the Buyer, as applicable, shall cause the Relevant Person to transfer such asset, right or Liability to the Relevant Transferee at the expense of the Relevant Person (together with any benefit or sum, net of any Taxes incurred by such other Party in respect of such assets and other out-of-pocket expenses, accruing to such Relevant Party as a result of holding such asset or Liability) and shall take all such other actions as may reasonably be requested by the Relevant Transferee to give effect to such transfer, and the Seller or the Buyer, as applicable, shall cause its Affiliates the Relevant Transferee at the expense of the Relevant Transferee to assume and agree to discharge any such Liability. (b) If (i) the Seller or any of its Affiliates (other than the Acquired Companies) receives any notices, checks, monies, receivables or other amounts that are properly due, deliverable or owing to the Acquired Companies or attributable to the Business by customers, suppliers or other contracting parties of or with the Acquired Companies, then the Seller shall promptly assign and transfer all right(but in no event later than ten (10) days after receipt thereof) remit, title and interest in such Held Asset pay or deliver, or shall cause to Seller be remitted, paid or delivered, to the Buyer (or its designated assignee without delivery of Affiliate(s)) any incremental consideration thereforsuch notices, checks, monies, receivables or other amounts, and (ii) pending the Buyer, the Acquired Companies or any of their respective Affiliates receives any notices, checks, monies, receivables or other amounts that are properly due, deliverable or owing to the Seller, its Affiliates or otherwise not relating to the Business, then the Buyer shall promptly (but in no event later than ten (10) days after receipt thereof) remit, pay or deliver, or shall cause to be remitted, paid or delivered, to such transfer, Person (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 AssetAffiliate(s)) any such notices, and (B) cause such Held Asset to be used checks, monies, receivables 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 Purchaseramounts.

Wrong Pockets. To If, at any time during the extent that six (6)-month period following the Closing, Seller or Purchaser discover that any Asset: 2.10.1. GATX or any of its Affiliates (aincluding G Buyer) not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the receives or otherwise possesses (or is responsible for) any funds or other Transaction Documents was transferred atassets or any liabilities, prior to or after the Closing (in each such case, that are a JV Transferred Asset, a “Held B Buyer Transferred Asset”), Purchaser shallJV Assumed Liability or B Buyer Assumed Liability, or that are otherwise properly due and owing to JV or B Buyer (or its respective successors or assigns) in accordance with the terms of the Purchase Agreement, GATX shall (and shall cause its Affiliates Affiliates, including G Buyer, as applicable to), promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such JV Transferred Asset, JV Assumed Liability, B Buyer Transferred Asset or B Buyer Assumed Liability to JV or B Buyer, as applicable, and promptly remit, or cause to be remitted, any funds to JV or B Buyer (i) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee without delivery successors or assigns), as applicable; 2.10.2. the Brookfield Parties or any of their respective Affiliates (including B Buyer) receives or otherwise possesses (or is responsible for) any incremental consideration thereforfunds or other assets or any liabilities, in each case, that are a JV Transferred Asset, G Buyer Transferred Asset, JV Assumed Liability or G Buyer Assumed Liability, or that are otherwise properly due and owing to JV or G Buyer (ii) pending such transfer, (A) hold in trust such Held Asset and provide to Seller or its designated assignee all respective successors or assigns) in accordance with the terms of the benefits associated with Purchase Agreement, the ownership Brookfield Parties shall (and shall cause any of the Held their respective Affiliates, including B Buyer, as applicable to), promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such JV Transferred Asset, JV Assumed Liability, G Buyer Transferred Asset or G Buyer Assumed Liability to JV or G Buyer, as applicable (or any of its respective Affiliates) and (B) promptly remit, or cause such Held Asset to be used remitted, any funds to JV or retained G Buyer, as may be reasonably instructed by Sellerapplicable; and 2.10.3. JV (bor any subsidiary of JV) intended receives or otherwise possesses (or is responsible for) any funds or other assets or any liabilities, in each case, that are a G Buyer Transferred Asset, B Buyer Transferred Asset, G Buyer Assumed Liability or B Buyer Assumed Liability, or that are otherwise properly due and owing to G Buyer or B Buyer (or any of their respective successors or assigns) in accordance with the terms of the Purchase Agreement, JV shall (and the Investors shall cause JV to), as applicable, promptly notify and assign, transfer or convey, or cause to be assigned, transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not transferred ator conveyed, prior to or after the Closing (each such G Buyer Transferred Asset, an “Omitted Asset”G Buyer Assumed Liability, B Buyer Transferred Asset or B Buyer Assumed Liability to G Buyer or B Buyer, as applicable (or any of its respective Affiliates) and promptly remit, or cause to be remitted, any funds to G Buyer or B Buyer (or any of their respective successors or assigns), 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 Purchaserapplicable.

Wrong Pockets. (i) 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 the Closing, then Seller agrees to, or to cause such other Excluded Entity or any applicable assignee of Seller or Purchaser discover such Excluded Entity to, promptly transfer any such payment received or Acquired Asset for no additional consideration to Buyer or its designee and, to the extent 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 Asset:Acquired Assets in Seller’s possession or control or that of any other Excluded Entity. (aii) not intended to be transferred to Purchaser pursuant to To the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to extent that (A) Buyer or any Purchased Entity receives on or after the Closing a payment in respect of any Excluded Asset or (each such Asset, a “Held Asset”), Purchaser shall, and shall cause B) any Excluded Asset is vested in Buyer or any of its Affiliates following the Closing, then Buyer agrees to (i) promptly assign and promptly, for no additional consideration, transfer all right, title and interest in such Held payment or Excluded Asset to Seller or its designated assignee without delivery of any incremental consideration thereforand, and (ii) to the extent permitted by Legal Requirements, such amount will be held in trust for Seller pending such transfer, (A) hold . ▇▇▇▇▇ will notify Seller as soon as reasonably practicable upon becoming aware that there are any Excluded Asset in trust such Held Asset and provide to Seller Buyer’s possession or its designated assignee all control or that of any other Affiliate 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 PurchaserBuyer.

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 ▇▇▇▇▇ 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. To the extent that following (b) If, after the Closing, (i) Seller or Purchaser discover reasonably determines that any Asset: (a) tangible or intangible asset that should not intended to be have been transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was has been transferred at, prior to Purchaser 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 Purchaser reasonably determines that any tangible or retained as may be reasonably instructed by Seller; and (b) intended to be intangible asset that should have been transferred to Purchaser pursuant to the transactions contemplated by 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 other Transaction Documents was not transferred atwrong Party and, prior if so determined, to effect the transfer of such asset to the appropriate Party or after 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 as of the Closing (each such Asset, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (i) promptly assign and transfer all rightwas used in any product or service of, title and interest or in such Omitted Asset to Purchaser or its designated assignee without delivery of any incremental consideration thereforthe conduct of, the Business and (ii) pending would be infringed, misappropriated, or otherwise violated by the continued use or other commercial exploitation of such transfer, (A) hold in trust such Omitted Asset and provide to Purchaser product or its designated assignee all service or the continued conduct of the benefits associated with Business in (1) the ownership same manner as used, exploited or conducted by Seller immediately prior to Closing, or (2) the reasonable expansion of the Omitted AssetBusiness 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 use of such Software or Intellectual Property (excluding Trademarks) in connection with, and to the extent it relates to, the Business, or assist or cause any third party to do any of the foregoing. (Bd) cause such Omitted Asset to Any dispute between the Parties regarding whether any Intellectual Property should be used transferred or retained as licensed under this Section 9.8 may be reasonably instructed brought by Purchaser.any Party in a court of competent jurisdiction in accordance with Section 13.6. 49

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 that (a) If, following the Closing, (i) any right, property or asset exclusive to or primarily belonging to the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or Purchaser discover that any Asset: of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (aand any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not intended exclusive to be or not primarily belonging to the Business is found to have been transferred to Purchaser pursuant Buyer or any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the transactions parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Agreement and the other Transaction Documents was transferred atSection 5.16. In addition, prior Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing (each such AssetDate by customers, 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 suppliers 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 other contracting parties of the benefits associated with Business to the ownership of extent that they primarily relate to or are due to or from the Held Asset, and (B) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; andBusiness. (b) intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement Each of Buyer 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 to, (i) promptly assign treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and transfer owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all rightTax purposes the rights, title and interest property, or assets described in such Omitted Asset to Purchaser or its designated assignee without delivery of any incremental consideration therefor(a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) pending such transferor (iii), (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 otherwise required by PurchaserApplicable Law).

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 the extent that following the Closing, Seller or Purchaser discover that any Asset: (a) A. not intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was nevertheless transferred at, prior to or after the Closing (each such Asset, a “Held Asset”), Purchaser shall, and shall cause its Affiliates to at Seller’s cost (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) B. intended to be transferred to Purchaser pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not ultimately transferred at, prior to or after the Closing (each such Asset, an “Omitted Asset”), Seller shall, and shall cause its 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 benefits associated with the ownership of the Omitted Asset, and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by Purchaser. For the avoidance of doubt, the provisions of this Section 6.9 shall not limit or otherwise prejudice any other rights or remedies of Purchaser under this Agreement. Notwithstanding anything to the contrary herein, in no event shall Seller sell any Omitted Assets by way of an asset transfer or similar transaction.

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 (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 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 B▇▇▇▇ 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 Asset: (a) asset not intended to be transferred to Purchaser Buyer pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to Buyer (or after held by the Company) at Closing (each such Asset, a “Held Asset”), Purchaser Buyer shall, and shall cause its Affiliates to 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. (b) To the extent that, during the twelve (12) months following the Closing Date, Buyer or Seller discovers that any asset intended to be transferred to Purchaser Buyer pursuant to the transactions contemplated by this Agreement and the other Transaction Documents was not transferred at, prior to Buyer (or after held by the Company) at Closing (each such Asset, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to 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. (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 Closing), Buyer shall promptly remit, or cause to be promptly remitted, such funds to Seller or its designated assignee or (ii) Seller or any Affiliate of Seller receives any payment that is for the account of Buyer or any Affiliate of Buyer (including the Company) (including any accounts receivable of the Business that arise after the Closing), Seller shall promptly remit, or cause to be promptly remitted, such funds to Buyer or its designated assignee.

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.

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 following From and after the Closing, Seller or Purchaser discover that any Asset: (a) If either the Purchaser or the Seller becomes aware that any of the Transferred Assets have not intended to be been transferred to the Purchaser pursuant or that any of the Excluded Assets have been transferred to the transactions contemplated by this Agreement and the other Transaction Documents was transferred at, prior to or after the Closing Purchaser (each such Assetasset, a “Held Asset”), Purchaser it shall promptly notify the other Party in writing and the Parties shall, as soon as reasonably practicable, ensure that such Held Asset is assigned and shall cause its Affiliates to transferred (i) promptly assign and transfer with all rightrights, title and interest in such Held Asset), with any necessary prior Third Party consent or approval, to (i) the Purchaser, in the case of any Transferred Asset which was not transferred to Seller the Purchaser at the Closing; or its designated assignee (ii) the Seller, in the case of any Excluded Asset which was transferred to the Purchaser at the Closing, in all cases without delivery of any incremental consideration [**] therefor, and (ii) pending . Pending such transfer, the Purchaser or the Seller (as applicable) shall (A) hold in trust or similar arrangement such Held Asset and provide to the Purchaser or the Seller (as applicable) 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 Sellerthe Purchaser of the Seller (as applicable); andprovided, that neither Party or any of its respective Affiliates shall be obligated to pay (or cause to be paid) (x) fees, costs or expenses in connection with such arrangements (other than immaterial administrative or legal costs and expenses) or (y) any [**] with respect to such arrangements. (b) intended to be transferred to Purchaser pursuant The Seller shall, or shall cause its applicable Affiliates to, promptly forward to the transactions contemplated by Purchaser (i) any payment which per the terms of this Agreement and belongs to the other Transaction Documents was not transferred at, prior to Purchaser or one of its Affiliates that is received by the Seller or one of its Affiliates 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 transfercopies of any communications received by the Seller or one of its Affiliates after the Closing from a customer or other business partner to the extent related to the Transferred Assets. (c) The Purchaser shall, or shall cause its applicable Affiliates to, promptly forward to the Seller (Ai) hold in trust such Omitted Asset and provide any payment which per the terms of this Agreement belongs to the Seller or one of its Affiliates that is received by the Purchaser or one of its designated assignee all of Affiliates after the benefits associated with the ownership of the Omitted Asset, Closing and (Bii) cause such Omitted Asset copies of any communications received by the Purchaser or one of its Affiliates after the Closing from a customer or other business partner to be used the extent related to the Seller or retained as may be reasonably instructed by Purchaserone of its Affiliates.

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).