Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) If, for any reason after the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller or any of its Affiliates or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be. (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Agreements, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Agreements.

Wrong Pockets. (a) If, for any reason after during the one (1)-year period following the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller Company or any of its Affiliates or identified Indigo or any of its Affiliates discovers that any assets, properties, rights, titles or interests exclusively (except in any de minimis respects) relating to Seller the Retained Business, whether tangible or intangible, real or personal, or any Excluded Liability, has been either retained by the Company or any of its Subsidiaries, or transferred by Indigo or one of its Affiliates to the Company or one of its Subsidiaries in writing by Purchaser connection with the transactions contemplated hereby, then (i) the Company shall, and shall cause its applicable Subsidiaries to: (x) promptly cease using such assets, properties, rights, titles or interests (except to the extent expressly permitted under any of the Ancillary Agreements or otherwise necessary to satisfy its obligations hereunder); and (y) at Indigo’s sole cost and expense, reasonably cooperate with Indigo and any time after designee of Indigo to transfer or assign such assets, properties, rights, titles, interests and Excluded Liabilities to Indigo (or its designee) and (ii) Indigo or its designee shall promptly acquire and accept such assets, properties, rights, titles and interests and assume such Excluded Liabilities, in each case of (i) and (ii), and the Company Group and Indigo shall execute such documents and instruments, as applicable and reasonably necessary, to transfer such assets, properties, rights, titles or interests to Indigo (or its designee(s)) effective as of the Closing Date. (b) If, possession during the one (1)-year period following the Closing, Indigo or ownership any of which has not been transferred toits Affiliates or the Company or any of its Affiliates discovers that any assets, properties, rights, titles or interests exclusively (except in any de minimis respects) relating to the Business, whether tangible or intangible, real or personal, or assumed byany Company Liability, has been either Purchaser retained by Indigo or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms any of this Agreement, at no additional charge to Purchaser or its Affiliates, or transferred by any member of the Company Group to Indigo or one of its Affiliates in connection with the transactions contemplated hereby, then (i) Indigo shall, and Purchaser shall cause its applicable Affiliates to: (x) promptly cease using such assets, properties, rights, titles or interests (except to the extent expressly permitted under any of the Ancillary Agreements); and (y) at its sole cost and expense, reasonably cooperate with the Company and any designee of the Company to transfer or assign such assets, properties, rights, titles or interests to the Company (or its Affiliates designee) and (ii) the Company or its designee shall acquire and accept such Purchased Assets assets, properties, rights, titles or assume such Assumed Liabilitiesinterests, in each case of (i) and (ii), with no requirement of additional consideration to the fullest extent permitted by Applicable Law and execute and deliver any amendments or supplements to the Ancillary Agreements, Company Disclosure Schedule, or the Seller Disclosure Schedule, as applicable and reasonably necessary, to transfer such assets, properties, rights, titles or interests to the case may beCompany (or its designee(s)) effective as of the Closing Date. (c) In The Parties agree to use reasonable best efforts to structure any transfer or assignment of assets, properties, rights, titles or interests, whether tangible or intangible, real or personal, or assumption of Excluded Liabilities, referred to in this Section 6.16 in a manner that minimizes Taxes and is equitable from a legal perspective for the event Parties and the Company Group; provided, that, on or after until the Closing Datedate that is one year following the Closing, either party the Sellers shall receive any payments or other funds due bear all costs and expenses related to the other pursuant actions contemplated by this Section 6.16 (including the payment or reimbursement of any and all Liabilities incurred or suffered by the Company Group and its Affiliates in connection with such actions or in connection with the receipt of such payment or reimbursement) and following such period, each Party shall bear its own costs and expenses related to the terms of actions contemplated by this Agreement or any of the other Transaction Agreements, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction AgreementsSection 6.16.

Wrong Pockets. (a) If, for any reason after the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller or any of its Affiliates or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be. (c) In the event that, on or after the Closing Date, Seller or any of its Affiliates receive, or become aware that Seller or any of its Affiliates own or possess, any assets, rights, properties, notices, monies or amounts that (1) as of either party shall receive any payments the date hereof or other funds due to of the other pursuant to Closing Date, are used or held for use in the Business (and the treatment of which is not otherwise separately contemplated by the terms of this Agreement or the Transition Services Agreement), or (2) are otherwise properly due, deliverable or owing to Purchaser or the Company, then Seller shall, for no additional consideration, promptly sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, such assets, rights, properties, notices, monies or amounts to Purchaser or its Affiliates as Purchaser may designate. (b) If, on or after the Closing Date, Purchaser or any of its Affiliates receive, or become aware that Purchaser or any of its Affiliates (including the Company) own or possess, any assets, rights, properties, notices, monies or amounts that are properly due, deliverable or owing to Seller, Purchaser shall, for no additional consideration, promptly sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, such assets, rights, properties, notices, monies or amounts to Seller or its Affiliates as Seller may designate. (c) Purchaser and Seller shall cooperate with each other Transaction Agreements, then in connection with their obligations under this Section 6.13 and to facilitate the party receiving such funds shall transition of collections as promptly forward such funds as practicable after the Closing Date. (d) Notwithstanding anything to the proper partycontrary contained in this Section 6.13, Purchaser and Seller acknowledge that any transfers made or to be made pursuant to this Section 6.13 are of legal title only. The parties acknowledge To the extent permitted by Law, Purchaser and Seller hereto agree that there is no right of offset regarding such payments to treat, and a party may not withhold funds received from third parties to cause their respective Affiliates to treat, for the account all Tax purposes, (x) any assets, rights, properties, notices, monies or amounts described in this Section 6.13 as having been transferred to its ultimate owner (or, if applicable, as having remained with its ultimate owner) in accordance with this Agreement as of the Closing and (y) any payments, goods and other party benefits received by the transferor in respect of such funds, assets or property after Closing and prior to the event there is a dispute regarding any other issue under any transfer of the Transaction Agreementslegal title to its ultimate owner in accordance with this Agreement as having been received by such transferor as an agent or nominee for such ultimate owner.

Wrong Pockets. From and after the Closing: (a) IfIf either the Purchaser or the Seller becomes aware that any of the Transferred Assets have not been transferred to the Purchaser or that any of the Excluded Assets have been transferred to the Purchaser (each such asset, for a “Held Asset”), 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 transferred (with all rights, title and interest in such Held Asset), with any reason after necessary prior Third Party consent or approval, to (i) the Purchaser, in the case of any Transferred Asset which was not transferred to the Purchaser at the Closing; or (ii) the Seller, Purchaser is found to be in possession the case of any Excluded Asset which was transferred to the Purchaser at the Closing, in all cases without delivery of any [**] therefor. Pending such transfer, the Purchaser or subject the Seller (as applicable) shall (A) hold in trust or similar arrangement such Held Asset and provide to an Excluded Liability, the Purchaser or the Seller (ias applicable) Purchaser shall return or transfer and convey (without further consideration) to Sellerits 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 the Purchaser of the Seller shall accept or assume, (as applicable); provided, 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 Excluded Asset arrangements (other than immaterial administrative or Excluded Liability; legal costs and expenses) or (ii) Seller shall assume (without further considerationy) any Liabilities associated [**] with respect to such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Sellerarrangements. (b) In the event that any Purchased Asset The Seller shall, or Assumed Liability is discovered by Seller or any of shall cause its applicable Affiliates or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either promptly forward to the Purchaser or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with (i) any payment which per the terms of this Agreement, at no additional charge Agreement belongs to the Purchaser or its Affiliates, and Purchaser or one of its Affiliates shall accept such Purchased Assets that is received by the Seller or assume such Assumed Liabilities, as one of its Affiliates after the case may beClosing and (ii) copies 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) In the event thatThe Purchaser shall, on or after the Closing Dateshall cause its applicable Affiliates to, either party shall receive any payments or other funds due promptly forward to the other pursuant to Seller (i) any payment which per the terms of this Agreement or any of the other Transaction Agreements, then the party receiving such funds shall promptly forward such funds belongs to the proper party. The parties acknowledge Seller or one of its Affiliates that is received by the Purchaser or one of its Affiliates after the Closing and agree that there is no right (ii) copies of offset regarding such payments and any communications received by the Purchaser or one of its Affiliates after the Closing from a party may not withhold funds received from third parties for customer or other business partner to the account extent related to the Seller or one of the other party in the event there is a dispute regarding any other issue under any of the Transaction Agreementsits Affiliates.

Wrong Pockets. If, following the Closing, either Buyer, on the one hand, or the Sellers, on the other hand, becomes aware that any of the Acquired Assets or Assumed Liabilities has not been transferred to Buyer or its Affiliate or that any of the Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate (other than as contemplated in the Transaction Documents), Buyer or the Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to (a) IfBuyer or its applicable Affiliate, for in the case of any reason after Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (b) the applicable Seller, Purchaser is found to be in possession the case of any Excluded Asset or subject Excluded Liability which was transferred to an Excluded LiabilityBuyer at the Closing. Without limiting the foregoing, the Parties agree that, after the Closing Date, (ix) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller if Buyer or any of its Affiliates receives any payment in respect of any Accounts Receivable, Buyer shall hold and shall promptly transfer and deliver such payment to the Sellers (to an account designated by the Sellers), from time to time as and when received by Buyer and in the currency received, and Buyer shall account to the Sellers for all such receipts, and (y) Buyer shall promptly deliver to the Sellers any invoice Buyer or identified to Seller any of its Affiliates receives in writing by Purchaser at respect of any time Accounts Payable and the Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the Sellers agree that, after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be. (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or if any of the other Transaction AgreementsSellers or their Affiliates receive any payment in respect of any Acquired Assets, then the party receiving such funds applicable Seller (or Affiliate) shall hold and shall promptly forward transfer and deliver such funds payment to the proper party. The parties acknowledge Buyer as and agree that there is no right of offset regarding when received by such payments Seller and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of currency received, and the Transaction AgreementsSellers shall account to the Buyer for all such receipts.

Wrong Pockets. If at any time during the three (3) year period after the Closing: (a) If, for any reason after the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser Seller or any of its Affiliates receives or identifies any property, right, or other asset or amount held by Seller or its Affiliates that is a Purchased Asset or is otherwise properly due and owing to Buyer (including a Purchased Asset) or (ii) Buyer or any of its Affiliates pays any amounts in respect of any Liability of Seller or any of its Affiliates (including any Excluded Liability), then, in each case of clauses (i) and (ii), Seller promptly shall return and shall cause its Affiliates to, as applicable, assign, transfer, remit, or transfer and convey (without further consideration) pay, or cause to Sellerbe assigned, and Seller shall accept transferred, remitted, or assumepaid, as applicable, such Excluded property, rights or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount to Buyer or any of its Affiliates for no further consideration than as set forth in this Agreement and (2) hold such Purchased Asset or other amount in trust for the use and benefit and burden of Buyer or an Affiliate of Buyer designated by Buyer until Seller or its applicable Affiliate effects such conveyance, transfer or assignment; or (i) Buyer or any of its Affiliates receives or identifies any property, right, or other asset or amount held by Buyer or its Affiliates that is an asset of Seller or any of its Affiliates (including an Excluded Liability; Asset), or is otherwise properly due and owing to Seller or any of its Affiliates or (ii) Seller shall assume or any of its Affiliates pays any amounts in respect of any Liability of the Business or Purchased Assets (without further considerationincluding any Assumed Obligation), then, in each case of clauses (i) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iiiii), Buyer shall (1) Purchaser promptly assign, transfer, remit, or pay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, right, or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount, to Seller shall execute or any of its Affiliates for no further consideration than as set forth in this Agreement and (2) hold such documents asset or instruments other amount in trust for the use and benefit and burden of conveyance Seller or assumption and take an Affiliate of Seller designated by Seller until Buyer or its applicable Affiliate effects such further acts which are reasonably necessary conveyance, transfer or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Sellerassignment. (bc) In Without limiting the event that foregoing, if any Purchased Asset or Assumed Liability is discovered found to have been retained by Seller or any of its Affiliates in error, either directly or identified indirectly (including in preparation for the separation of the Business from Seller or its Affiliates), Seller shall, or shall cause its Affiliate to, as applicable, reasonably promptly transfer at no cost to Seller Buyer or its Affiliates such Purchased Asset to Buyer or an Affiliate designated in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, B▇▇▇▇ for no further consideration than as set forth in this Agreement. (d) Buyer and Seller shall promptly take cause its applicable Affiliates to cooperate with the other Party, including by using commercially reasonable efforts to execute, acknowledge and deliver any further conveyances, notices, assumptions, releases and other instruments, and by taking such steps further actions, as may be required reasonably necessary or appropriate to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to effect the transfers contemplated by this Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be7.21. (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Agreements, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Agreements.

Wrong Pockets. (a) If, for any reason after 26.1 Capitalised terms used in this clause 26 but not defined in this Agreement shall have the Closing, Purchaser is found meanings given to be them in possession of any Excluded Asset the Holcim IP Licence or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller or any of its Affiliates or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed LiabilitiesLafarge IP Licence, as the case may be. 26.2 Subject to the Holcim IP Licence and the Lafarge IP Licence, if at any time until the date that is 9 months after Closing: (a) the Purchaser or any Target Company, or any of their respective Affiliates, holds an Excluded Asset or receives any amount in respect of that Excluded Asset, then the Purchaser shall, or the Purchaser shall procure that the relevant Target Company or Affiliate shall, as promptly as reasonably practicable, remit, or cause to be remitted, at no cost, such amount or Excluded Asset to the appropriate Seller, or its relevant Affiliate, as the case may be; (b) the Purchaser or any of its Affiliates is required to make (and effectively makes) any payment in respect of an Excluded Asset, the relevant Seller shall, as promptly as reasonably practicable, remit an amount equal to the amount of such payment to the Purchaser or its relevant Affiliate, as the case may be; (c) In a Seller or any member of the event thatSeller Group, on holds an Included Asset or after receives any amount in respect of that Included Asset, then that Seller shall, or that Seller shall procure that the Closing Daterelevant member of its Seller Group shall, either party shall receive any payments as promptly as reasonably practicable, remit, or other funds due cause to be remitted, at no cost, such amount or Included Asset to the other pursuant appropriate Target Company; or (d) a Seller or any member of the Seller Group, is required to make (and effectively makes) any payment in respect of an Included Asset, the Purchaser shall, as promptly as reasonably practicable, remit an amount equal to the terms amount of this Agreement or any of the other Transaction Agreements, then the party receiving such funds shall promptly forward such funds payment to the proper party. The parties acknowledge and agree that there is no right of offset regarding such payments and a party relevant Seller or its relevant Affiliate, as the case may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Agreementsbe.

Wrong Pockets. (a) IfUntil the first anniversary of the Closing Date, for any reason after if either Buyer, on the Closingone hand, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded LiabilitySellers, (i) Purchaser shall return or transfer and convey (without further consideration) to Selleron the other hand, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event becomes aware that any Purchased Asset or Assumed Liability is discovered by Seller of the Acquired Assets has not been transferred to Buyer or any of its Affiliates or identified that any of the Excluded Assets has been transferred to Seller Buyer or its Affiliates (other than as contemplated in writing by Purchaser the Transaction Documents), Buyer or Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property is transferred, with any necessary prior Third Party Consent, to (i) Buyer or its applicable Affiliate, in the case of any Acquired Asset which was not transferred to Buyer at the Closing; or (ii) the applicable Seller, in the case of any time Excluded Asset which was transferred to Buyer at the Closing. Without limiting the foregoing, Buyer agrees that, after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be. (cw) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement if Buyer or any of the other Transaction Agreementsits Affiliates receives any payment that is an Excluded Asset, then the party receiving such funds Buyer shall hold and shall promptly forward transfer and deliver such funds payment to the proper party. The parties acknowledge Sellers (at an account designated by Sellers), from time to time as and agree that there is no right of offset regarding such payments when received by Buyer or its Affiliate and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under currency received, and Buyer shall account to Sellers for all such receipts, (x) if Sellers or any of their Affiliates receive any payment that is an Acquired Asset, the Transaction Agreementsapplicable Seller shall hold and shall promptly transfer and deliver such payment to Buyer (at an account designated by Buyer), from time to time as and when received by Sellers or their Affiliates and in the currency received, and Sellers shall account to Buyer for all such receipts, (y) Buyer shall promptly deliver to Sellers any invoice Buyer or any of its Affiliates receives in respect of any account payable that is an Excluded Liability and (z) Sellers shall promptly deliver to Buyer any invoice Sellers or any of their Affiliates receive in respect of any accounts payable that is an Assumed Liability.

Wrong Pockets. (a) If, for any reason after following the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return any right, property or transfer asset exclusive to or primarily belonging to the Business (and convey (without further considerationnot also for one or more other businesses of Seller and its Affiliates) is found to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered have been retained by Seller or any of its Affiliates or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such timeerror, Seller shall promptly take transfer, or shall cause such steps as may be required Affiliate to transfer, or cause to be transferredat no cost, such Purchased Assets right, property, or Assumed Liabilities asset (and any related liability) as soon as practicable to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser Buyer (or its Affiliatesdesignated Affiliate); or (ii) any right, and Purchaser property or its Affiliates shall accept such Purchased Assets asset not exclusive to or assume such Assumed Liabilities, as the case may be. (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due not primarily belonging to the other pursuant Business is found to the terms of this Agreement have been transferred to Buyer or any of the other Transaction AgreementsCompanies in error, then Buyer shall transfer, or shall cause the party receiving applicable Company to transfer, at no cost, such funds 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 promptly forward such funds cooperate to structure alternative arrangements reasonably acceptable to the proper partyparties 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 acknowledge and agree hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, 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 there is no right have been sent to Seller or any of offset regarding such payments and a party may not withhold funds received from third its Affiliates after the Closing Date by customers, suppliers or other contracting parties for the account of the other party Business to the extent that they primarily relate to or are due to or from the Business. (b) Each of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the event there is Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a dispute regarding any other issue under any Tax Return or otherwise) inconsistent with such treatment (unless, in case of the Transaction Agreementsclause (i), (ii) or (iii), otherwise required by Applicable Law).

Wrong Pockets. (a) IfIn the event that there was an omission of (i) the transfer or conveyance by any Group Company to, for or the acceptance or assumption by, any reason after member of the Closing, Purchaser is found to be in possession Seller Group of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return as the case may be, or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) the transfer or conveyance by any member of the Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets Group to, or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance the acceptance or assumption by, any Group Company of any Transferred Asset or Assumed Liability, as the case may be, from and take after the Closing until the date on which such further acts which are reasonably necessary asset or desirable liability is so transferred, conveyed, accepted or assumed, as the case may be, Seller and Purchaser shall, and shall cause their respective Affiliates, subject to Section 5.16(b), to use reasonable best efforts to effect the transfer such transfer, conveyance, acceptance or assumption of such Excluded Asset asset or Excluded Liability back to Sellerliability, as the case may be, as promptly as reasonably practicable. (b) In the event that there was a transfer or conveyance (i) by any Purchased Group Company to, or the acceptance or assumption by, any member of the Seller Group of any Transferred Asset or Assumed Liability is discovered Liability, as the case may be, or (ii) by any member of the Seller Group to, or the acceptance or assumption by, any Group Company of its Affiliates any Excluded Asset or identified to Seller in writing by Purchaser at any time Excluded Liability, as the case may be, from and after the Closing Dateuntil the earlier of (A) the date that is two years following the Closing and (B) the date on which such asset or liability is so transferred or conveyed, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such timeas the case may be, Seller and Purchaser shall, and shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchasertheir respective Affiliates to, subject to Section 1.5 and otherwise in accordance with 5.16(b), use reasonable best efforts to transfer or convey such asset or liability back to the transferring or conveying party or to rescind any acceptance or assumption of such asset or liability, as the case may be, as promptly as reasonably practicable. (c) Following the Closing, without effect on the Purchase Price, (i) Seller shall promptly transfer to Purchaser (A) any payment or funds which, per the terms of this Agreement, at no additional charge belongs to Purchaser or its Affiliates, the Group Companies and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be. (c) In the event that, on or is received by Seller after the Closing Dateand (B) copies of any substantive communications received by Seller after the Closing, either party shall receive any payments including from a Governmental Authority or customer, supplier, distributor, landlord, licensee, service provider or other funds due business partner, related to the other pursuant Business or that otherwise is for Purchaser or any Group Company, and (ii) Purchaser shall promptly transfer to Seller (A) any payment or funds which, per the terms of this Agreement Agreement, belongs to Seller and is received by Purchaser or any Group Companies after the Closing and (B) copies of any substantive communications received by Purchaser or any Group Companies after the Closing, including from a Governmental Authority or customer, supplier, distributor, landlord, licensee, service provider or other Transaction Agreementsbusiness partner, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that there is no right of offset regarding such payments and a party may not withhold funds received from third parties for extent related to the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction AgreementsSeller Business.

Wrong Pockets. (a) IfTo the extent that it is determined following the Closing that any right, for title or interest to any reason asset, property or right is held by Purchaser or any of its Affiliates that should have been a right, asset or property of Seller or one of its Affiliates under the terms and principles set forth in this Agreement, then, (i) from and after the Closing, Purchaser is found such asset, property or right shall be deemed to be have been held in possession trust for the benefit of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Selleron behalf of Seller and its Affiliates, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Purchaser shall, and shall cause its applicable Affiliate to, assign, convey or as promptly as practicable transfer any such asset, property or right to Seller shall assume or one of its Affiliates (as Seller may designate) without further consideration) any Liabilities associated with such Excluded Assets additional consideration or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents cost being paid or instruments incurred by Seller, in each case, pursuant to an instrument of conveyance or assumption and take such further acts which are transfer reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back satisfactory to Seller. (b) In To the event extent that it is determined following the Closing that any Purchased Asset right, title or Assumed Liability interest to any asset, property or right is discovered held by Seller or any of its Affiliates that should have been a right, asset or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership property of which has not been transferred to, or assumed by, either Purchaser or one of its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with under the terms of and principles set forth in this Agreement, at no additional charge then (i) from and after the Closing, such asset, property or right shall be deemed to have been held in trust for the benefit of and on behalf of Purchaser or and its Affiliates, and (ii) Seller shall, and shall cause its applicable Affiliate to, assign, convey or as promptly as practicable transfer any such asset, property or right to Purchaser or one of its Affiliates shall accept such Purchased Assets (as Purchaser may designate) without additional consideration or assume such Assumed Liabilitiescost being paid or incurred by Purchaser, as the case may bein each case, pursuant to an instrument of transfer reasonably satisfactory to Purchaser. (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other pursuant to the terms of Except as otherwise provided in this Agreement or any of Transaction Agreement, following the other Transaction AgreementsClosing, then the party receiving such funds shall promptly forward such funds (i) if any payments due with respect to the proper party. The parties acknowledge and agree Company Business that there is no right of offset regarding such payments and a party may not withhold funds received from third parties for should have been sent to Purchaser or the account of the other party in the event there is a dispute regarding any other issue under Acquired Companies are paid to Seller or any of its Affiliates, Seller shall, or shall cause its applicable Affiliate to, promptly 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 Transaction AgreementsSeller-Retained Business that should have been sent to Seller or any of its Affiliates are paid to Purchaser or the Company, any of their respective Subsidiaries or Affiliates, Purchaser shall, or shall cause its Affiliates to, promptly remit by wire or draft such payment to an account designated in writing by Seller (including promptly forwarding corresponding invoices or similar documentation to Seller or its designee).

Wrong Pockets. If at any time during the five (5) year period after the Closing: (a) If, for any reason after the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller or any of its Affiliates receive or identified to Seller in writing by Purchaser at identify any time after the Closing Dateproperty, possession or ownership of which has not been transferred toright, or assumed by, either Purchaser other asset or amount held by the Seller or its Affiliates at such timethat is a Purchased Asset or is otherwise properly due and owing to the Purchaser, or (ii) the Purchaser or any of its Affiliates pays any amounts in respect of any Excluded Liability of the Seller or any of its Affiliates that is not an Assumed Liability, then, in each case of clauses (i) and (ii), the Seller promptly shall promptly take such steps and shall cause its Affiliates to, as may be required to applicable, assign, transfer, remit, or pay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, rights or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount to the Purchaser or any of its Affiliates for no further consideration than as set forth in this Agreement and hold such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 Asset in trust for the use and otherwise in accordance with benefit and burden of the terms of this Agreement, at no additional charge to Purchaser or an Affiliate of the Purchaser designated by the Purchaser until the Seller or its Affiliatesapplicable Affiliate effects such conveyance, and transfer or assignment; or (b) (i) the Purchaser or any of its Affiliates receives or identifies any property, right, or other asset or amount held by the Purchaser or its Affiliates that is an asset of the Seller or any of its Affiliates that is an Excluded Asset, or is otherwise properly due and owing to the Seller or any of its Affiliates, or (ii) the Seller or any of its Affiliates pays any amounts in respect of any Assumed Liability or Purchased Asset, then, in each case of clauses (i) and (ii), the Purchaser shall accept such Purchased Assets promptly assign, transfer, remit, or assume such Assumed Liabilitiespay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, right, or other asset or amount to the case may beSeller or any of its Affiliates for no further consideration than as set forth in this Agreement. (c) In Without limiting the event thatforegoing, on or after if, following the Closing DateClosing, either party shall receive any payments or other funds due Purchased Asset is found to have been retained by the other pursuant to the terms of this Agreement Seller or any of its Affiliates in error, either directly or indirectly (including in preparation for the separation of the Business from the Seller or their Affiliates), the Seller shall, or shall cause its Affiliate to, as applicable, transfer at no cost to the Purchaser or any of its Affiliates such Purchased Asset to the Purchaser or an Affiliate designated in writing by the Purchaser for no further consideration than as set forth in this Agreement. (d) Each of the Purchaser and the Seller shall, and the Seller shall cause any applicable Affiliate to, reasonably cooperate with the other Transaction AgreementsParties, then the party receiving such funds shall promptly forward such funds including by using commercially reasonable efforts to the proper party. The parties execute, acknowledge and agree that there is no right of offset regarding deliver any further conveyances, notices, assumptions, releases and acquaintances and such payments other instruments, and a party by taking such further actions, as may not withhold funds received from third parties for be reasonably necessary or appropriate to effect the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Agreementstransfers contemplated by this Section 4.19.

Wrong Pockets. If at any time during the five (5) year period after the Closing: (a) If, for any reason after the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller or any of its Affiliates receive or identified to Seller in writing by Purchaser at identify any time after the Closing Dateproperty, possession or ownership of which has not been transferred toright, or assumed by, either Purchaser other asset or amount held by the Seller or its Affiliates at such timethat is a Purchased Asset or is otherwise properly due and owing to the Purchaser or (ii) the Purchaser or any of its Affiliates pays any amounts in respect of any Excluded Liability of the Seller or any of its Affiliates that is not an Assumed Liability, then, in each case of clauses (i) and (ii), the Seller promptly shall promptly take such steps and shall cause its Affiliates to, as may be required to applicable, assign, transfer, remit, or pay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, rights or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount to the Purchaser or any of its Affiliates for no further consideration than as set forth in this Agreement and hold such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 Asset in trust for the use and otherwise in accordance with benefit and burden of the terms of this Agreement, at no additional charge to Purchaser or an Affiliate of the Purchaser designated by the Purchaser until the Seller or its Affiliatesapplicable Affiliate effects such conveyance, and transfer or assignment; or (i) the Purchaser or any of its Affiliates receives or identifies any property, right, or other asset or amount held by the Purchaser or its Affiliates that is an asset of the Seller or any of its Affiliates that is an Excluded Asset, or is otherwise properly due and owing to the Seller or any of its Affiliates, or (ii) the Seller or any of its Affiliates pays any amounts in respect of any Assumed Liability or Purchased Asset, then, in each case of clauses (i) and (ii), the Purchaser shall accept such Purchased Assets promptly assign, transfer, remit, or assume such Assumed Liabilitiespay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, right, or other asset or amount to the case may beSeller or any of its Affiliates for no further consideration than as set forth in this Agreement. (c) In Without limiting the event thatforegoing, on or after if, following the Closing DateClosing, either party shall receive any payments or other funds due Purchased Asset is found to have been retained by the other pursuant to the terms of this Agreement Seller or any of its Affiliates in error, either directly or indirectly (including in preparation for the separation of the Business from the Seller or their Affiliates), the Seller shall, or shall cause its Affiliate to, as applicable, transfer at no cost to the Purchaser or any of its Affiliates such Purchased Asset to the Purchaser or an Affiliate designated in writing by the Purchaser for no further consideration than as set forth in this Agreement. (d) Each of the Purchaser and the Seller shall, and the Seller shall cause any applicable Affiliate to, reasonably cooperate with the other Transaction AgreementsParties, then the party receiving such funds shall promptly forward such funds including by using commercially reasonable efforts to the proper party. The parties execute, acknowledge and agree that there is no right of offset regarding deliver any further conveyances, notices, assumptions, releases and acquaintances and such payments other instruments, and a party by taking such further actions, as may not withhold funds received from third parties for be reasonably necessary or appropriate to effect the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Agreementstransfers contemplated by this Section 4.19.

Wrong Pockets. If at any time during the three (3) year period after the Closing: (a) If, for any reason after the Closing, Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser Seller or any of its Affiliates receives or identifies any property, right, or other asset or amount held by Seller or its Affiliates that is a Purchased Asset or is otherwise properly due and owing to Buyer (including a Purchased Asset) or (ii) Buyer or any of its Affiliates pays any amounts in respect of any Liability of Seller or any of its Affiliates (including any Excluded Liability), then, in each case of clauses (i) and (ii), Seller promptly shall return and shall cause its Affiliates to, as applicable, assign, transfer, remit, or transfer and convey (without further consideration) pay, or cause to Sellerbe assigned, and Seller shall accept transferred, remitted, or assumepaid, as applicable, such Excluded property, rights or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount to Buyer or any of its Affiliates for no further consideration than as set forth in this Agreement and (2) hold such Purchased Asset or other amount in trust for the use and benefit and burden of Buyer or an Affiliate of Buyer designated by Buyer until Seller or its applicable Affiliate effects such conveyance, transfer or assignment; or (i) Buyer or any of its Affiliates receives or identifies any property, right, or other asset or amount held by Buyer or its Affiliates that is an asset of Seller or any of its Affiliates (including an Excluded Liability; Asset), or is otherwise properly due and owing to Seller or any of its Affiliates or (ii) Seller shall assume or any of its Affiliates pays any amounts in respect of any Liability of the Business or Purchased Assets (without further considerationincluding any Assumed Obligation), then, in each case of clauses (i) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iiiii), Buyer shall (1) Purchaser promptly assign, transfer, remit, or pay, or cause to be assigned, transferred, remitted, or paid, as applicable, such property, right, or other asset or amount, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting, or obtaining such property, right, or other asset or amount, to Seller shall execute or any of its Affiliates for no further consideration than as set forth in this Agreement and (2) hold such documents asset or instruments other amount in trust for the use and benefit and burden of conveyance Seller or assumption and take an Affiliate of Seller designated by Seller until Buyer or its applicable Affiliate effects such further acts which are reasonably necessary conveyance, transfer or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Sellerassignment. (bc) In Without limiting the event that foregoing, if any Purchased Asset or Assumed Liability is discovered found to have been retained by Seller or any of its Affiliates in error, either directly or identified indirectly (including in preparation for the separation of the Business from Seller or its Affiliates), Seller shall, or shall cause its Affiliate to, as applicable, reasonably promptly transfer at no cost to Seller Buyer or its Affiliates such Purchased Asset to Buyer or an Affiliate designated in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, ▇▇▇▇▇ for no further consideration than as set forth in this Agreement. (d) Buyer and Seller shall promptly take cause its applicable Affiliates to cooperate with the other Party, including by using commercially reasonable efforts to execute, acknowledge and deliver any further conveyances, notices, assumptions, releases and other instruments, and by taking such steps further actions, as may be required reasonably necessary or appropriate to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to effect the transfers contemplated by this Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be7.21. (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the other pursuant to the terms of this Agreement or any of the other Transaction Agreements, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Agreements.

Wrong Pockets. (a) If, for If at any reason time after the Closing, : (i) 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 terms of this Agreement or (B) any refund or other amount that is related to claims or other matters for which Purchaser is found responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be in possession remitted, such amount to Purchaser; or (ii) Purchaser or any of its Affiliates receives (A) any refund or other amount that is an Excluded Asset or subject is otherwise properly due and owing to an Excluded Liabilityany member of the Remaining Seller Group in accordance with the terms of this Agreement, or (iB) Purchaser shall return any refund or transfer and convey (without further consideration) other amount that is related to Sellerclaims 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 accept remit, or assume, as applicableshall cause to be remitted, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back amount to Seller. (b) In If at any time after the event that any Purchased Asset or Assumed Liability is discovered by Seller Closing, Purchaser or any of its Affiliates shall receive or identified 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 writing by Purchaser at any time after the Closing Date, possession Section 2.06 or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller shall Section 2.07 promptly take such steps as may be required to notify and transfer, or cause to be transferred, such Purchased Assets asset or Assumed Liabilities liability to PurchaserSeller or any of its Affiliates. If at any time after the Closing, subject any member of the Remaining Seller Group shall receive or otherwise possess any asset or liability that should belong to Section 1.5 and otherwise in accordance with the terms Purchaser or any of its Affiliates pursuant to this Agreement, at no additional charge 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 its Affiliates possessing such asset shall accept hold such Purchased Assets or assume asset in trust for the Person to whom such Assumed Liabilities, as the case may beasset should rightfully belong pursuant to this Agreement. (c) In If at any time there exist (i) assets that any party discovers were, contrary to the event thatagreements among the parties, on by mistake or after the Closing Date, either party shall receive any payments unintentional or other funds due omission, transferred to the other pursuant to the terms of this Agreement 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 Transaction Agreementsomission, assumed by Purchaser or retained by Seller or any of their respective Affiliates, then the party receiving parties shall cooperate in good faith to effect the transfer or retransfer of such funds misallocated assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall promptly forward such funds not use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the proper party. The parties acknowledge 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 there at all times from and after the Closing, if an Action is no right commenced by a third party naming both parties (or any Affiliate of offset regarding such payments party) as defendants and with respect to which a named party may (or any Affiliate of such party) is a nominal defendant and/or such Action is otherwise not withhold funds received from third parties for the account of a Liability allocated to such named party under this Agreement, then the other party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Action. (e) Each party hereto shall cooperate with each other party hereto and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the event there is a dispute regarding transfers contemplated by this Section 6.07. (f) For the avoidance of doubt, the transfer or assumption of any other issue assets or Liabilities under this Section 6.07 shall be effected without any of the Transaction Agreementsadditional consideration payable by any party hereto.

Wrong Pockets. (a) If, for any reason after the Closing, Purchaser is found to be in possession of the Target Entities or any Excluded Asset or subject to an Excluded Liability, Company Subsidiary (i) Purchaser shall return owns any assets or transfer and convey (without further consideration) to Seller, and Seller shall accept rights; or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) is a party to any Liabilities associated with such Excluded Assets Contract, which immediately prior to Closing exclusively or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller or any of its Affiliates or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred primarily related to, or assumed bywas exclusively or primarily used in or for, either Purchaser the Excluded Business, then (a) the Buyer or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed LiabilitiesSellers, as the case may be, shall as soon as reasonably practicable inform the other; and (b) the Buyer, subject to Section 7.17(c), undertakes to execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets, rights or contracts for no consideration to a member of the Seller Group nominated by the Sellers; provided that the Sellers shall indemnify the Buyer and the Target Entities and each Company Subsidiary in relation to such transfer and in relation to such assets, rights or contracts (whether prior to or after Closing); and the Buyer shall, or shall ensure that the relevant entity shall, as soon as reasonably practicable, account to the Sellers for any benefit arising in relation to any of the same and, pending such benefit being transferred to the member of the Seller Group, the benefit shall be held on trust by the Buyer or the Target Entities or Company Subsidiary (as applicable) on behalf of the member of the Seller Group nominated by the Sellers. (b) If, after Closing, any member of the Seller Group (i) owns any assets or rights; or (ii) is a party to any contract, which in the year prior to Closing exclusively or primarily related to, or was exclusively or primarily used in or for, the Target Business, then (A) the Sellers or the Buyer as the case may be, shall as soon as reasonably practicable inform the other; and (B) the Sellers, subject to Section 7.17(c), undertakes, if requested by the Buyer in writing, to execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets, rights or contracts for no consideration to the Target Entities or any Company Subsidiary as nominated by the Buyer; provided that the Sellers shall indemnify the Buyer, the Target Entities and the Company Subsidiaries in relation to such transfer; and the Sellers shall, or shall ensure that the relevant member(s) of the Seller Group shall, as soon as reasonably practicable, account to the member of the Target Entities or any Company Subsidiary as nominated by the Buyer for any benefit arising in relation to any of the same and, pending such benefit being transferred to the Target Entities or any Company Subsidiary as nominated by the Buyer, the benefit shall be held on trust by the relevant member(s) of the Seller Group on behalf of the Target Entities or any Company Subsidiary as nominated by the Buyer. (c) In Where a consent, approval, authorization or waiver is required from any third party to transfer any assets, rights or contracts under Section 7.17(a) or Section 7.17(b), the event thatBuyer and the Sellers shall use all reasonable endeavors to obtain, on or procure the Target Entities and the Company Subsidiaries or the Seller Group (as the case may be) to obtain, any such consent, approval, authorization or waiver. Until such time as the relevant consent, approval, authorization or waiver is obtained: (i) neither the Buyer nor the Sellers shall have any obligation to comply with the transfer obligations in Section 7.17(a) or Section 7.17(b) in respect of such asset, right or Contract; and (ii) the Buyer and the Sellers undertake to perform, and procure that the Target Entities or Company Subsidiary (as applicable) or Seller Group (as the case may be) performs, the obligations in respect of any such contract to the extent permitted by law. (d) If, after Closing, any member of the Seller Group, the Target Entities or the Company Subsidiaries (i) owns any assets or rights; or (ii) is a party to any contract, which immediately prior to Closing related to both the Target Business and the Excluded Business, each of the Buyer and the Sellers shall co-operate in good faith with a view to achieving a fair resolution for both the Target Business and the Excluded Business. (e) Following the Closing Date, either party any cash received by the Sellers in respect of any accounts receivable set forth on the Closing Statement shall receive any payments or other funds due be paid to the other pursuant applicable Target Entities or Company Subsidiary. Any cash paid by the Sellers in respect of any accounts payable existing on the Closing Statement shall be reimbursed by the applicable Target Entity or Company Subsidiary to the terms Sellers. (f) Section 7.17(a) or Section 7.17(b) shall not apply to those assets, property and rights the use or benefit of this Agreement or which is provided pursuant any of the other Transaction Agreements, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that there Documents. (g) This Section 7.17 is no right of offset regarding such payments and a party may not withhold funds received from third parties made for the account benefit of, and shall with the prior written consent of the other party in Buyer be enforceable by, the event there is a dispute regarding any other issue under any of the Transaction AgreementsTarget Entities and each Company Subsidiary.