Common use of Wrong Pockets Clause in Contracts

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

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

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of If at any time after the Closing, Buyer or the Company : (i) except Any member of the Remaining Seller Group receives (A) any refund or other amount that is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the extent reflected 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 taken into account properly due and owing to Purchaser in accordance with the Final Purchase Priceterms 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 payment with respect to (A) any refund or other amount that is an Excluded Asset or (ii) becomes aware that it owns is otherwise properly due and owing to any Excluded Assetmember of the Remaining Seller Group in accordance with the terms of this Agreement, 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) any refund or other amount that is related to execute and/or 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 the Company to execute be remitted, such documents as may be reasonably necessary amount 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 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 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 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 (ii) 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 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 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 Seller (other than the Companysuch party) (i) receives a payment as defendants and with respect to an Transferred Asset which a named party (or (iiany Affiliate of such party) becomes aware that it owns any Transferred Assetis a nominal defendant and/or such Action is otherwise not a Liability allocated to such named party under this Agreement, Seller shall, or shall cause such Affiliate (then the 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 party shall reasonably cooperate with Seller), 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 applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be are reasonably necessary or advisable to procure effectuate the transfers contemplated by this Section 6.07. (f) For the avoidance of doubt, the transfer or assumption of any such Transferred Asset to the Companyassets or Liabilities under this Section 6.07 shall be effected without any additional consideration payable by any party hereto.

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

Wrong Pockets. (a) IfTo the extent that right, following title or interest to any asset, property or right held by Purchaser or any of its subsidiaries or Affiliates (acting in good faith) is determined to be or is otherwise identified as a Seller-Retained Asset on or after the Closing and prior to the one (1)-year anniversary of the ClosingDate, Buyer or the Company (i) except to such asset, property or right shall from Closing have been and be held in trust by Purchaser for the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or benefit of and on behalf of Seller; and (ii) becomes aware that it owns any Excluded AssetPurchaser shall, Buyer shall or and shall cause the Company its applicable subsidiaries or Affiliates to, assign, convey or as promptly as practicable transfer any such asset, property or right to promptly inform 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 that fact in writingtransfer reasonably satisfactory to Seller. Thereafter, at the request of Seller, Buyer undertakes (Purchaser and Seller shall reasonably cooperate each bear 50% of all out-of-pocket expenses incurred in connection 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 contemplated by Sellerthis Section 6.4(a). (b) IfTo 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) such asset, property or right shall from Closing have been and be held in trust by Seller for the benefit of and on behalf of Purchaser and the Acquired Companies and (ii) 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 Closing and prior to the one (1)-year anniversary of 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 Affiliate of Seller its Affiliates (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred AssetAcquired Companies), Seller shall, or shall cause such its applicable Affiliate (other than the Company) of Seller to, promptly inform Buyer remit by wire or draft such payment to an account designated in writing by Purchaser (including promptly forwarding corresponding invoices or similar documentation to Purchaser or its designee) and (ii) if any payments due with respect to the Seller-Retained Business and should have been sent to Seller or any of that fact in writing. Thereafterits Affiliates are paid to Purchaser, at the request of BuyerAcquired Companies or their Affiliates, Seller Purchaser shall, or shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) Affiliates to, promptly remit by wire or draft such payment to reimburse the Company the amount referred to an account designated in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companywriting by Seller.

Wrong Pockets. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (ai) not material and (ii) is the type that the registrant treats as private or confidential. (i) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected Company or otherwise taken into account in any of its Subsidiaries (excluding the Final Purchase Price, Transferred Entities) receives a payment with respect to an Excluded any Transferred Asset or (ii) the Company or its Subsidiaries (including the Transferred Entities) or Investor becomes aware that it owns any Excluded AssetTransferred Asset remains with, Buyer shall or shall cause has been transferred to, the Company to promptly inform Seller or any of that fact in writing. Thereafter, at its Subsidiaries (excluding the request of Seller, Buyer undertakes (and Seller shall reasonably cooperate with BuyerTransferred Entities), as applicable, the Company shall (A) to reimburse and/or reimburse, or cause the relevant Subsidiary of the Company to reimburse Seller or the relevant Affiliate (excluding the Transferred Entities) to reimburse the relevant Transferred Entity (or such other Transferred Entity nominated by the Company) of Seller the amount referred to in clause (i) above or (B) to promptly execute and/or cause the relevant Subsidiary of the Company (including the Transferred Entities) to execute, such documents as may be reasonably 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 the Company. (ii) If, following Closing, (i) any Transferred Entity receives a payment with respect to an Excluded Asset or (ii) the 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) cause the relevant Transferred Entity to reimburse the Company or the relevant Subsidiary of the Company (excluding the Transferred Entities) 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 documents as may be reasonably necessary to procure the transfer of any such Excluded Asset from the Transferred Entity to Seller the Company or an Affiliate a Subsidiary of Seller the Company nominated by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller Company (other than the CompanyTransferred Entities). (iii) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred AssetFor the avoidance of doubt, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in this clause (ic) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companyshall 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. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or the Company 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 Company applicable Transferred Subsidiary to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes shall undertake (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company applicable Transferred Subsidiary 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 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 nominated designated by Seller. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller (other than excluding the CompanyTransferred Subsidiaries) (i) receives a payment with respect to an a Transferred Asset or the Business or (ii) becomes aware that it owns or has retained any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company Buyer the amount referred to in clause (i) above and to provide to Buyer reasonably available payment details and remittance information or (B) at the request of Buyer, to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the CompanyBuyer or its designee.

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

Wrong Pockets. (a) If, following Closing and the Closing, any right, property or asset which, prior to the one Closing, was primarily used in, held for use primarily in, or primarily useful in the Covered Business (1)-year anniversary of as compared to other businesses), is 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 expense, such right, 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 writing. If, following the Closing, Buyer 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 primarily useful in the Covered Business (as compared to other businesses), is found to have been retained in error by the Company, the Company (i) except will deliver, or cause 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. Thereafterbe delivered, at the request of SellerCompany’s sole cost and expense, Buyer undertakes such right, property or asset (and subject to any applicable related liabilities) as soon as reasonably practicable to the applicable 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 Parent Group Member or an Affiliate of thereof designated by Seller nominated by Sellerin writing. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Apex Crypto identifies any Intellectual Property Right that (i) was owned by Seller or any Affiliate of Seller and its Affiliates (other than the Company) (i) receives a payment with respect to an Transferred Asset or as of the Closing, (ii) becomes aware was Excluded IP (as defined in the IP Assignment Agreement) that was not expressly provided to the Company under the Commercial Agreement or Transition Services Agreement, and (iii) is reasonably required to operate the Covered Business in the same or substantially same manner as it owns any Transferred Assetwas operated prior to the Closing (“Other IP”), then the Company shall provide written notice to Seller shall, or shall cause of its request for access to such Affiliate (other than item of Other IP. Promptly following receipt of such notice from the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake 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 (and Buyer shall reasonably cooperate with Sellerany such Other IP, the “Agreed Other IP”), the parties shall make such mutually agreeable arrangements as applicableare reasonable to provide access to such Agreed Other IP, (A) to reimburse and/or cause its relevant Affiliate (other than including under the Company) to reimburse Commercial Agreement or by standalone license, at no additional charge unless otherwise mutually agreed in writing by the Company and Seller (each such arrangement, license or agreement, an “Alternative Arrangement”). (c) In consideration of the amount referred 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 Parent Group Members nor any Seller Party will assert, or authorize, assist, or encourage any third party to in clause (i) above assert, against Purchaser Group Members or (B) to execute and/or cause the relevant Affiliate (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 than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer claim regarding any Purchaser Group Member’s use of any such Transferred Asset Agreed Other IP prior to the Companydate 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 bind any such acquirer or successor to such Seller Parent Group Members. The parties agree that Purchaser may freely assign or transfer the Non-Assert to any Affiliate or successor in connection with a merger, stock sale, asset purchase, change of control, or any other corporate transaction or reorganization.

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or any of the Company Transferred Subsidiaries (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, including any refund or other amount which is related to claims, litigation, insurance or other matters for which Sellers are responsible hereunder, and which amount is not a Transferred Asset or an asset of any of 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) becomes aware that it owns any Excluded AssetAsset or is subject to any Retained Liability, Buyer shall or shall cause the Company applicable Transferred Subsidiary to promptly inform Seller Sellers of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes shall (and Seller Sellers shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company applicable Transferred Subsidiary to reimburse Seller Sellers or the their relevant Affiliate (excluding the Company) of Seller Controlled Affiliates the amount referred to in clause (i) above or (B) to execute and/or cause the Company applicable Transferred Subsidiary to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset or Retained Liability to Seller Sellers or an a Controlled Affiliate of Seller Sellers nominated by SellerSellers. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller Sellers or any Controlled Affiliate of Seller Sellers (other than the CompanyTransferred Subsidiaries) (i) receives a payment with respect to a Transferred Asset, including any refund or other amount which is related to claims, litigation, insurance or other 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 Asset Subsidiaries) in accordance with the terms of this Agreement or (ii) becomes aware that it owns any Transferred AssetAsset or is subject to any Assumed Liability, Seller Sellers shall, or shall cause such Controlled Affiliate (other than the Company) of Seller Sellers to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller Sellers shall undertake (and Buyer shall reasonably cooperate with SellerSellers), as applicable, (A) to reimburse and/or cause its relevant Controlled Affiliate (other than the Company) to reimburse the Company applicable Transferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable) the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Controlled Affiliate (other than the Company) of Seller Sellers to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or Assumed Liability to the Companyapplicable Transferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable).

Wrong Pockets. (a) If, 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 Closing and prior to the one (1)-year anniversary of the Closing, Buyer Seller shall (or the Company shall cause its applicable Affiliate to) transfer such asset to (i) except Buyer or its designee, in case such asset would be a Purchased Asset pursuant to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset definition thereof or (ii) becomes aware that it owns any Excluded AssetSPV, Buyer shall or shall cause in case such asset would be a Contributed Asset pursuant to the Company to promptly inform Seller of that fact definition thereof, in writing. Thereafter, at the request of Seller, Buyer undertakes each case (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 (Bii)) as soon as reasonably practicable and for no consideration (it being acknowledged and agreed that Buyer shall have already paid good consideration for all such 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 execute and/or cause the Company to execute such documents Seller). Seller or its applicable Affiliate shall notify Buyer as may be soon as reasonably necessary to procure the transfer of practicable upon becoming aware that there are any such Excluded Asset to Seller assets in its possession or an Affiliate of Seller nominated by Sellercontrol. (b) IfIf 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, respectively, following Closing and prior to the one (1)-year anniversary of the Closing, Seller or any Affiliate of Seller Buyer shall (other than the Company) (i) receives a payment with respect to an Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such its applicable Affiliate (other than the Company) of Seller to), promptly inform Buyer of that fact in writing. Thereafterrespectively, at the request of Buyertransfer, Seller shall undertake (and Buyer shall reasonably or cooperate with Seller)Seller in causing SPV to transfer, such asset to Seller or its designee as applicable, (A) to reimburse and/or cause soon as reasonably practicable and for no consideration. Buyer or its relevant applicable Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of shall notify Seller to execute such documents as may be soon as reasonably necessary to procure the transfer of practicable upon becoming aware that there are any such Transferred Asset to the Companyassets in its possession or control.

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of the Closing, Buyer or any of the Company Transferred Subsidiaries (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, including any refund or other amount which is related to claims, litigation, insurance or other matters for which Sellers are responsible hereunder, and which amount is not a Transferred Asset or an asset of any of 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) becomes aware that it owns any Excluded AssetAsset or is subject to any Retained Liability, Buyer shall or shall cause the Company applicable Transferred Subsidiary to promptly inform Seller Sellers of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes shall (and Seller Sellers shall reasonably cooperate with Buyer), as applicable, (A) to reimburse and/or cause the Company applicable Transferred Subsidiary to reimburse Seller Sellers or the their relevant Affiliate (excluding the Company) of Seller Controlled Affiliates the amount referred to in clause (i) above or (B) to execute and/or cause the Company applicable Transferred Subsidiary to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset or Retained Liability to Seller Sellers or an a Controlled Affiliate of Seller Sellers nominated by SellerSellers. (b) If, following Closing and prior to the one (1)-year anniversary of the Closing, Seller Sellers or any Controlled Affiliate of Seller Sellers (other than the CompanyTransferred Subsidiaries) (i) receives a payment with respect to a Transferred Asset, including any refund or other amount which is related to claims, litigation, insurance or other 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 Asset Subsidiaries) in accordance with the terms of this Agreement or (ii) becomes aware that it owns any Transferred AssetAsset or is subject to any Assumed Liability, Seller Sellers shall, or shall cause such Controlled Affiliate (other than the Company) of Seller Sellers to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller Sellers shall undertake (and Buyer shall reasonably cooperate with SellerSellers), as applicable, (A) to reimburse and/or cause its relevant Controlled Affiliate (other than the Company) to reimburse the Company applicable Transferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable) the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Controlled Affiliate (other than the Company) of Seller Sellers to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or Assumed Liability to the Companyapplicable Transferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable).

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year two-year anniversary of the Closing, Buyer Buyers or the either Company (i) except to the extent reflected or otherwise taken into account in the Final Purchase PriceCash Consideration, receives a payment with respect to an Excluded Asset or correspondence intended for the Retained Business or (ii) becomes aware that it owns any Excluded AssetAsset or retained, Buyer assumed or otherwise remains or becomes liable for any Excluded Liability, Buyers shall or shall cause the applicable Company to promptly inform Seller Sellers of that fact in writing. Thereafter, at the request of SellerSellers (in the case of any Excluded Asset) or Buyers (in the case of any Excluded Liability), Buyer undertakes (Buyers and Seller Sellers shall reasonably cooperate with Buyer)undertake, as applicable, (A) to reimburse and/or cause the applicable Company to reimburse Seller Sellers or the their relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or deliver such correspondence to Sellers or (B) to execute and/or cause the applicable Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset or assumption of such Excluded Liability to or by the applicable Seller or an its Affiliate of Seller nominated by Sellerfor no consideration. (b) If, following Closing and prior to the one (1)-year two-year anniversary of the Closing, Seller Sellers or any Affiliate of Seller (other than the Company) their Affiliates (i) receives a payment with respect to an any Transferred Asset or correspondence intended for the Business or (ii) becomes aware that it owns any Transferred AssetAsset or retained, Seller assumed or otherwise remains or becomes liable for any Assumed Liability, Sellers shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer Buyers of that fact in writing. Thereafter, at the request of BuyerBuyers (in the case of any Transferred Asset) or Sellers (in the case of any Assumed Liability), Seller Buyers and Sellers shall undertake (and Buyer shall reasonably cooperate with Seller)undertake, as applicable, (A) to reimburse and/or cause its their relevant Affiliate (other than the Company) to reimburse the applicable Company the amount referred to in clause (i) above or deliver such correspondence to Buyers or (B) to execute and/or cause the their relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or the Assumption of any such Assumed Liability, 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 (2nd) anniversary of the Closing Date, Seller shall, at no cost to Buyers, transfer to Buyers any asset owned by and in the possession or control of Seller Parent or its Subsidiary to the Companyextent 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 of the representations and warranties of Seller contained in Section 2.21(b).

Wrong Pockets. (a) If11.1 Without prejudice to any other rights or remedies of the Buyer under this Agreement, following Closing and prior subject to clause 10 and any specific procedures agreed in relation to the one (1)-year anniversary transfer of the ClosingMarketing Authorisations, if any Asset or Assumed Liability has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue of the transactions carried out under this Agreement and the other Transaction Documents, the Buyer or the Company (i) except Seller may give written notice of this to the extent reflected or otherwise taken into account in other party. If such notice is given 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)shall, as applicablesoon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, (A) to reimburse and/or cause the Company to reimburse Seller transfer 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 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 another Buyer's Group Company to, accept such Asset or assume such Assumed Liability. 11.2 Without prejudice to any such Excluded other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, the Seller or an Affiliate the Buyer may give written notice of Seller nominated by Seller. (b) If, following Closing and prior this to the one (1)-year anniversary 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 the relevant Nominated Buyer Company is able, transfer or procure the transfer of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to an Transferred such Retained Asset or (ii) becomes aware that it owns any Transferred AssetRetained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or shall cause such Affiliate (other than the Company) of Seller another Seller's Group Company to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above accept such Retained Asset or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the CompanyRetained Liability.

Wrong Pockets. (a) If, following Closing and prior to the one (1)-year anniversary of at any time after the Closing, Buyer Seller or the Company any of its Affiliates (i) except receives any funds (including any refund or other amount relating to any claim (in respect of workers’ compensation, litigation, insurance or otherwise)) arising from the extent reflected or otherwise taken into account in the Final Purchase PriceBusiness, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns or is in possession of any Local Transferred Asset, Specified Asset or any other asset (including Intellectual Property) primarily used or held for use in the conduct of the Business (excluding any Excluded Asset) or (iii) remains subject to any Assumed Liabilities, Buyer then Seller shall promptly transfer or shall assign, or cause its applicable Affiliate to transfer or assign, such funds, assets or Liabilities to the Company to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer undertakes or its designated Affiliate (and Seller the Company or its designated Affiliate shall reasonably cooperate with Buyeraccept any such funds or assets and irrevocably assume any such Liabilities), as applicablefor no additional consideration, (A) to reimburse and/or cause and the Company to shall reimburse Seller for reasonable out-of-pocket costs incurred by Seller or any of its Affiliates to effect such transfer or assignment or fulfill its obligation pursuant to 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 following sentence, if applicable. Until the transfer of any such Excluded Asset funds or assets are effected, Seller shall, or shall cause its applicable Affiliate to, preserve the value of, and hold in trust for the use and benefit of, the Company or its designated Affiliate, such funds or assets and provide to Seller the Company or an its designated Affiliate all of Seller nominated the benefits arising from such funds or assets and otherwise cause such funds or assets to be used as reasonably instructed by Sellerthe Company or its designated Affiliate. (b) If, following Closing and prior to the one (1)-year anniversary of at any time after the Closing, Seller Purchaser or any Affiliate of Seller its Affiliates (other than including the CompanyCompany Group) (i) receives a payment with any funds (including any refund or other amount relating to any claim (in respect to an Transferred Asset of workers’ compensation, litigation, insurance or otherwise)) arising from the Retained Business, (ii) becomes aware that it owns or is in possession of any Transferred Excluded Asset or any other asset (including Intellectual Property) primarily used or held for use in the conduct of the Retained Business (excluding any Specified Asset) or (iii) remains subject to any Retained Liabilities, then Purchaser shall promptly transfer or assign, or cause its applicable Affiliate to transfer or assign, such funds, assets or Liabilities to Seller or its designated Affiliate (and Seller or its designated Affiliate shall accept any such funds or assets and irrevocably assume any such Liabilities), for no additional consideration, and Seller shall reimburse Purchaser for reasonable out-of-pocket costs incurred by Purchaser or any of its Affiliates to effect such transfer or assignment or fulfill its obligation pursuant to the following sentence, if applicable. Until the transfer of any such funds or assets are effected, Purchaser shall, or shall cause such its applicable Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact preserve the value of, and hold in writing. Thereafter, at trust for the request of Buyeruse and benefit of, Seller shall undertake (or its designated Affiliate, such funds or assets and Buyer shall provide to Seller or its designated Affiliate all of the benefits arising from such funds or assets and otherwise cause such funds or assets to be used as reasonably cooperate with Seller), as applicable, (A) to reimburse and/or cause instructed by Seller or its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Companydesignated Affiliate.