Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. a. To the extent that right, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To 19.1 Purchaser to transfer assets For a period of [***] from the extent that rightTSA Expiration Date, if the legal title to or the beneficial interest to in any Excluded asset or property of the Seller or any of its Affiliates which does not constitute an Asset is acquired by either transferred to or vested in the Purchaser or any assignee Affiliate of either the Purchaser under this Agreement at Completion, the Purchaser or relevant Affiliate of the Real Estate Purchase AgreementPurchaser, as applicablethe case may be, shall be deemed to hold such asset or property (directly the “Seller Required Asset(s)”) on trust and as bailee for the Seller or indirectly, including through the purchase any Affiliate of the Acquired Interests)Seller, (i) such as the case may be, and the Purchaser or relevant Affiliate of the Purchaser shall, at the Seller’s request and shall cause at the expense of the Seller, as soon as practicable and on terms that no consideration is provided by any applicable assignee of person for such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees transfer: (including executing all a) execute such agreements, deeds or other documents as may be reasonably necessary for the purposes purpose of transferring such Excluded Assets (or part thereof) or free of any Encumbrance created by the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following after Completion) the Closing relevant interest in such Seller Required Asset(s) to the extent they Seller or any Affiliate of the Seller or as the Seller may direct; and (b) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Seller (for itself or any of its Affiliates) may reasonably request for the purpose of vesting the relevant interest in such Seller Required Asset(s) in the Seller or any Affiliate of the Seller, as the case may be. 19.2 Purchaser’s obligations to notify The Purchaser shall notify the Seller as soon as reasonably practicable upon it coming to its attention that there are any Seller Required Asset(s) in its possession or control or in the possession or control of any Affiliate of the Purchaser provided that the provisions of clause 19.1 shall only apply during the period of [***] from the TSA Expiration Date. 19.3 Seller to transfer assets For a period of [***] from the TSA Expiration Date, if the legal title to or the beneficial interest in any asset or property of the Seller or any of its Affiliates which constitutes an Asset (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior which is directly and specifically related to the Closing DateProgrammes) is not transferred to or vested in the Purchaser or any Affiliate of the Purchaser at Completion, the Seller or relevant Affiliate of the Seller, as the case may be, shall be deemed to hold such asset or property (the “Purchaser Required Asset(s)”) on trust and as bailee for the Purchaser or any Affiliate of the Purchaser, as the case may be, and the Seller or relevant Affiliate of the Seller shall, at the Purchaser’s request and at the expense of the Seller, as soon as practicable and on terms that no consideration is held provided by any person for such transfer: (a) execute such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any Encumbrance created by the Seller or any of its Affiliates after Completion) the Closing, (irelevant interest in such Purchaser Required Asset(s) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo the Purchaser or any assignee Affiliate of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo the Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement the Purchaser may direct; and (b) do or the Real Estate Purchase Agreement, as applicable (including executing procure to be done all such agreements, deeds further reasonable acts or things and procure the execution of all such other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller for itself or any of its Affiliates following Affiliates) may reasonably request for the Closing to purpose of vesting the extent they are (or represent relevant interest in such Purchaser Required Asset(s) in the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any Affiliate of their respective officers or directorsthe Purchaser, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in as the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposesbe. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. 18.4.1 To the extent that following Completion, the Seller or the Purchaser discover that any Asset: (a) not intended to be transferred to the Purchaser pursuant to the transactions contemplated by this Agreement was transferred to the Purchaser at Completion (each such Asset, a "Held Asset"), the Purchaser shall (at the Seller's cost) take reasonable steps to assign and transfer such right, title and interest of the Purchaser in such Held Asset to the Seller without delivery of any incremental consideration therefor provided that the Purchaser shall not be obligated to pay or interest cause to be paid any Excluded Asset is acquired cost or expense or incur any Losses in connection with any such arrangements; and (b) intended to be transferred to the Purchaser pursuant to the transactions contemplated by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase any of the Acquired Interestsother Transaction Documents was not transferred at, prior to or after Completion (each such Asset, an "Omitted Asset"), (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates toto (at the Seller's cost) (i) promptly assign and transfer all right, unencumbered legal and beneficial title and interest in such Omitted Asset to the Purchaser or (at the Purchaser's discretion) its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold on trust absolutely such Omitted Asset and provide to Purchaser or (at the Purchaser's discretion) its designated assignee all of the benefits associated with the ownership of the Omitted Asset (including at the discretion of the Purchaser, compliance with the provisions of clause 7 (Transfer of Assets and Transferred Contracts) in respect thereof), and (B) cause such Omitted Asset to be used or retained as may be reasonably instructed by or on behalf of the Purchaser. 18.4.2 The Seller shall, and shall procure that each relevant Affiliate of the Seller shall, promptly pay or deliver forward to the applicable Purchaser or (at the Purchaser's discretion) the Purchaser's designated assignee any payment which per the terms of this Agreement the Purchaser or any of its designated Affiliates) any monies or checks Affiliates is entitled to and that have been is received by the Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Assetafter Completion. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To (a) During the extent 12-month period following the Closing Date, if Buyer, Parent or Seller discover that right, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), any: (i) such Purchaser Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause any applicable assignee of such Purchaser its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer any Excluded all right, title and interest in such Held Asset for nominal consideration to Seller or one its designated assignee and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all of its designees the benefits associated with the ownership of the Held Asset and (including executing all y) cause such agreements, deeds Held Asset to be used or other documents retained as may be reasonably instructed by Seller; (ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (B), an “Omitted Asset”),Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring transferring, assigning and conveying such Excluded Assets Held Asset or Omitted Asset (or part thereof) ), as applicable, or the relevant interests in them to Seller or any such designees), the other party and (iiB) complete all such further acts or things as the other party may reasonably direct in order to the extent permitted by Lawtransfer, assign and convey such Excluded Held Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller Omitted Asset (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaserparts thereof), as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaserparty; provided, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving transferring party and its Affiliates may shall not open such mail, packages be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to reimbursed by the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another transferring party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposesAffiliates. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To If any of the Sellers receives any payment with respect to any Asset after the Closing (which such payments shall not include payments with respect to WM Accounts Receivable, WM Unearned Revenue Amount, ADS Accounts Receivable or ADS Unearned Revenue Amount, but which shall include any other amount received after the Closing Date from customers with respect to the Assumed Contracts or Other Business Arrangements for services to be provided by the Buyer on or after the Closing Date) WM Parent agrees to cause such funds to be promptly remitted to the Buyer to the extent that rightrelated to such Asset, title and the Buyer shall reimburse such WM Parent or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreementits Subsidiaries, as applicable, (directly for its reasonable third-party expenses incurred in connection therewith. If the Buyer or indirectly, including through the purchase any Affiliate of the Acquired Interests)Buyer (including, (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes avoidance of transferring such doubt, the Companies) receives any payment with respect to any of the WM Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such ADS Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, the Buyer agrees to promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets remit (or part thereofcause to be promptly remitted) or such funds to the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) WM Parent to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses such WM Excluded Asset or operations of Seller or any of its Affiliates or any ADS Excluded Asset, and such receiving party the WM Parent shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to cause the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed Buyer to be the agent of, any other reimbursed for its reasonable third-party for service of process purposesexpenses incurred in connection therewith. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To the extent that right, title or interest to (a) If any Excluded Asset is acquired by either Purchaser or any assignee asset of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates that would otherwise constitute a Purchased Asset or a Contributed Asset remains vested in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and shall (or shall cause its Affiliates applicable Affiliate to) transfer such asset to receive mail(i) Buyer or its designee, packages and other communications (including electronic communications) that do not relate in case such asset would be a Purchased Asset pursuant to the Businessdefinition thereof or (ii) SPV, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate in case such asset would be a Contributed Asset pursuant to the Businessdefinition thereof, in each case ((i) or (ii)) 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 Acquired Purchase Price and that SPV shall have already paid good consideration for all such Contributed Assets by issuing membership interests to Seller). Seller or the OpCo Assumed Liabilities and, after reasonable review its applicable Affiliate shall notify Buyer as soon as reasonably practicable upon becoming aware that there are any such assets in its possession or control. (b) If any asset of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it Seller or its Affiliates that does not constitute a Purchased Asset or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, a Contributed Asset becomes vested in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller Buyer (or any of its Affiliates Affiliates) or any Excluded Assetin SPV, and such receiving party respectively, following Closing, Buyer shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or shall cause its applicable Affiliate to), respectively, transfer, or cooperate with Seller in causing SPV to the extent applicabletransfer, copies thereof) that relate such asset to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party designee as soon as reasonably determines that such mail, packages or other communications are intended practicable and for the other party no consideration. Buyer or its Affiliates applicable Affiliate shall notify Seller as soon as reasonably practicable upon becoming aware that there are any such assets in its possession or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposescontrol. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To the extent that rightIf, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to after the Closing Date, is held Buyer or Sellers in good faith identify any asset owned by any Seller or an Affiliate of any of its Affiliates Seller that that should have been, but inadvertently was not, transferred to Buyer as a Purchased Asset, then the applicable Seller will transfer or cause to be transferred such asset to Buyer for no additional consideration. If, after the Closing Date, any Seller in good faith identifies any asset that is an Excluded Asset that should not have been, but inadvertently was, transferred to Buyer or of which Buyer is otherwise in possession, then Buyer will transfer or cause to be transferred such asset to the applicable Seller or its designee for no consideration. If any Assumed Liability was inadvertently not transferred to and assumed by Buyer at Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, Sellers will promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets deliver (or part thereofcause to be transferred and delivered) such Assumed Liability to Buyer (or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaserits designee), and (ii) to Buyer will assume such Assumed Liability in accordance with the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 terms of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party any Excluded Liability was inadvertently transferred to Buyer or its Affiliates at Closing, Buyer will promptly transfer such Excluded Liability back to Sellers (or their designee) and the relevant Seller (or its designee) will assume such Excluded Liability. Prior to any of their respective officers or directorssuch transfer, such party may not retain such mail, package or other communication transferor will (and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not will be deemed to) hold such asset or liability in trust for such transferee effective as of Closing. If the parties disagree as to the characterization of any such asset, constitute an authorization by any either party or its Affiliates may submit the dispute to permit any other party or any of its Affiliates to accept service of process on its behalfthe Neutral Accountant for resolution in accordance with Section 1.6, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of which provisions will apply as if originally set forth in this Section 9 shall survive the Closing6.8 mutatis mutandis.

Wrong Pockets. a. To (a) If and to the extent that right, it is determined after Closing that legal title to or beneficial or other interest to in all or part of any Excluded Asset is acquired by either Purchaser Assets have been transferred to Purchaser, or that any Assumed Liability or any assignee Purchased Asset has been erroneously retained by Seller or any of either its Affiliates, Purchaser under this Agreement shall, promptly upon the request of Seller, (i) execute all such agreements, deeds or other documents as may be necessary for the purposes of transferring such assets (or part thereof) or the Real Estate Purchase Agreementrelevant interests in them back to Seller or transferring such Assumed Liabilities or Purchased Assets to Purchaser, as applicable, (directly ii) complete all such further acts or indirectlythings as Seller may reasonably direct in order to transfer such assets or the relevant interests in them back to Seller or transfer such Assumed Liabilities or Purchased Assets to Purchaser, including through as applicable and (iii) hold the purchase asset (or part thereof), or relevant interest in the asset, in trust for Seller (to the extent permitted by Applicable Law) until such time as the transfer is validly effected to vest the asset (or part thereof) or relevant interest in the asset back to Seller. (b) If and to the extent that it is determined after Closing that any Excluded Liability has been erroneously assumed by Purchaser or any of its Affiliates or any Purchased Asset has been erroneously retained by Seller or any of its Affiliates, Seller shall, promptly upon the Acquired Interests)request of Purchaser, (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing x) execute all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets Liabilities (or part thereof) or the relevant interests in them back to Seller and (y) complete all such further acts or any things as Purchaser may reasonably direct in order to transfer such designees)Excluded Liabilities back to Seller, and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated AffiliatesA) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing execute all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Purchased Assets (or part thereof) to Purchaser and (B) complete all such further acts or things as Purchaser may reasonably direct in order to transfer such Purchased Assets to Purchaser and (iii) hold the relevant interests in them to OpCo Purchaser asset (or any such assignee of OpCo Purchaserpart thereof), and or relevant interest in the asset, in trust for Purchaser (ii) to the extent permitted by Applicable Law, ) until such Acquired Assets shall be held in trust for time as the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver transfer is validly effected to vest the applicable Purchaser asset (or its designated Affiliatespart thereof) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, relevant interest in the case of OpCo asset with Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To (a) During the extent 12-month period following the Closing Date, if Buyer, Parent or Seller discover that right, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), any: (i) such Purchaser shallSeller Asset, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to or settlement funds of Seller or one its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of its designees (including executing all such agreementsthe Business), deeds were directly or other documents as may be necessary for the purposes of transferring such Excluded Assets indirectly transferred to Buyer (or part thereofheld by the Companies) or the relevant interests in them to Seller or any such designeesat Closing (each, a “Held Asset”), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly pay or deliver assign and transfer all right, title and interest in such Held Asset to Seller (or its designated Affiliatesassignee and (B) any monies or checks that have been received by pending such Purchaser or any of its Affiliates following the Closing transfer, (x) hold in trust such Held Asset and provide to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any its designated assignee all of its Affiliates after the Closing, benefits associated with the ownership of the Held Asset and (iy) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Held Asset to OpCo Purchaser be used or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents retained as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and reasonably instructed by Seller; (ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to the extent permitted by LawBuyer at Closing (each of (A) and (B), such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. an “Omitted Asset”), Seller shall, and shall cause its Affiliates toto use reasonable best efforts to (1) promptly assign and transfer all right, promptly pay or deliver title and interest in such Omitted Asset to the applicable Purchaser (Buyer or its designated Affiliatesassignee, and (2) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of pending such mail, packages and other communicationstransfer, (ax) if the party that received hold in trust such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it Omitted Asset and provide to Buyer or its Affiliates or any designated assignee all of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to benefits associated with the extent, in ownership of the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Omitted Asset, and (y) cause such receiving party Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly referupon the request of the other party, forward (A) obtain all consents from Persons necessary or otherwise deliver appropriate for the purposes of transferring, assigning and conveying such mail, packages Held Asset or other communications Omitted Asset (or to the extent part thereof), as applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, relevant interests in them to the other party and (B) complete all such further acts or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or its Affiliates Omitted Asset (or any of their respective officers parts thereof), as applicable, or directorsthe relevant interests in them to the other party; provided, that the receiving transferring party and its Affiliates may shall not open such mail, packages be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to reimbursed by the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another transferring party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposesAffiliates. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To (a) If, following Closing and prior to the two-year anniversary of the Closing, Buyers or either Company (i) except to the extent reflected or otherwise taken into account in the Final Cash Consideration, receives a payment with respect to an Excluded Asset or correspondence intended for the Retained Business or (ii) becomes aware that right, title or interest to it owns any Excluded Asset is acquired by either Purchaser or retained, assumed or otherwise remains or becomes liable for any assignee Excluded Liability, Buyers shall or shall cause the applicable Company to promptly inform Sellers of either Purchaser under this Agreement that fact in writing. Thereafter, at the request of Sellers (in the case of any Excluded Asset) or Buyers (in the Real Estate Purchase Agreementcase of any Excluded Liability), Buyers and Sellers shall undertake, as applicable, (directly A) to reimburse and/or cause the applicable Company to reimburse Sellers or indirectly, including through their relevant Affiliate the purchase of the Acquired Interests), amount referred to in clause (i) above or deliver such Purchaser shall, and shall correspondence to Sellers or (B) to execute and/or cause any applicable assignee of Company to execute such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other 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 its Affiliate for no consideration. (b) If, following Closing and prior to the two-year anniversary of the Closing, Sellers or any of their Affiliates (i) receives a payment with respect to any Transferred Asset or correspondence intended for the purposes of transferring such Excluded Assets (Business or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Lawbecomes aware that it owns any Transferred Asset or retained, such Excluded Asset shall be held in trust assumed or otherwise remains or becomes liable for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser Assumed Liability, Sellers shall, and or shall cause its Affiliates such Affiliate to, promptly pay inform Buyers of that fact in writing. Thereafter, at the request of Buyers (in the case of any Transferred Asset) or Sellers (in the case of any Assumed Liability), Buyers and Sellers shall undertake, as applicable, (A) to reimburse and/or cause their relevant Affiliate to reimburse the applicable Company the amount referred to in clause (i) above or deliver such correspondence to Seller Buyers or (B) to execute and/or cause their relevant Affiliate to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or its designated Affiliatesthe Assumption of any such Assumed Liability, to or by the applicable Company for no consideration. (c) any monies or checks that have been received by such Purchaser or any of its Affiliates following Without limiting Section 4.21(a) and Section 4.21(b), from and after the Closing to until the extent they are second (or represent the proceeds of2nd) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to anniversary of the Closing Date, is held 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 extent that the failure of Seller or any its Subsidiary to transfer, or otherwise grant such access or use to, such asset as of its Affiliates after the Closing resulted in a breach, as of the Closing, (i) Seller shall, of any of the representations and shall cause any applicable Affiliate warranties of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed contained in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes2.21(b). d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. (a) To the extent that right, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. (b) To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. (c) Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. (d) The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To (a) If, following Closing, Buyer or any of the 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 right, title or interest to it owns any Excluded Asset or is acquired by either Purchaser subject to any Retained Liability, Buyer shall or any assignee shall cause the applicable Transferred Subsidiary to promptly inform Sellers of either Purchaser under this Agreement or the Real Estate Purchase Agreementthat fact in writing. Thereafter, Buyer shall (and Sellers shall reasonably cooperate with Buyer), as applicable, (directly A) reimburse and/or cause the applicable Transferred Subsidiary to reimburse Sellers or indirectly, including through their relevant Controlled Affiliates the purchase of the Acquired Interests), amount referred to in clause (i) above or (B) execute and/or cause the applicable Transferred Subsidiary to execute such Purchaser shalldocuments as may be reasonably necessary to procure the transfer of any such Excluded Asset or Retained Liability to Sellers or a Controlled Affiliate of Sellers nominated by Sellers. (b) If, following Closing, Sellers or any Controlled Affiliate of Sellers (other than the Transferred 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 B▇▇▇▇ is responsible hereunder, and shall cause any applicable assignee of such Purchaser towhich amount is not an Excluded Asset, promptly transfer any Excluded Asset for nominal consideration or is otherwise properly due and owing to Seller Buyer or one of its designees Controlled Affiliates (including executing all the Transferred Subsidiaries) in accordance with the terms of this Agreement or (ii) becomes aware that it owns any Transferred Asset or is subject to any Assumed Liability, Sellers shall, or shall cause such agreementsControlled Affiliate of Sellers to, deeds promptly inform Buyer of that fact in writing. Thereafter, Sellers shall (and Buyer shall reasonably cooperate with Sellers), as applicable, (A) reimburse and/or cause its relevant Controlled Affiliate to reimburse the applicable Transferred Subsidiary (or other Buyer or its Controlled Affiliate, as applicable) the amount referred to in clause (i) above or (B) execute and/or cause the relevant Controlled Affiliate of Sellers to execute such documents as may be reasonably necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with procure the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets Asset or Assumed Liability to PropCo Purchaser the applicable Transferred Subsidiary (or any assignee of PropCo PurchaserBuyer or its Controlled Affiliate, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To (a) If, following the Closing, Buyer or a Transferred Subsidiary (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset or (ii) becomes aware that right, title or interest to it owns any Excluded Asset is acquired by either Purchaser Asset, Buyer shall or any assignee shall cause the applicable Transferred Subsidiary to promptly inform Seller of either Purchaser under this Agreement or that fact in writing. Thereafter, at the Real Estate Purchase Agreementrequest of Seller, Buyer shall undertake (and Seller shall reasonably cooperate with Buyer), as applicable, (directly A) to reimburse and/or cause the applicable Transferred Subsidiary to reimburse Seller or indirectly, including through the purchase relevant Affiliate of Seller the Acquired Interests), amount referred to in clause (i) above or (B) to execute and/or cause the applicable Transferred Subsidiary to execute such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be reasonably necessary for to procure the purposes transfer of transferring any such Excluded Assets (or part thereof) or the relevant interests in them Asset to Seller or an Affiliate of Seller designated by Seller. (b) If, following the Closing, Seller or any such designees), and Affiliate of Seller (excluding the Transferred Subsidiaries) (i) receives a payment with respect to a Transferred Asset or the Business or (ii) to the extent permitted by Lawbecomes aware that it owns or has retained any Transferred Asset, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and or shall cause any applicable such Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee inform Buyer of OpCo Purchaser that fact in writing. Thereafter, Seller shall undertake (and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo PurchaserBuyer shall reasonably cooperate with Seller), as applicable, under this Agreement (A) to reimburse and/or cause its relevant Affiliate to reimburse 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 Real Estate Purchase Agreementrequest of Buyer, as applicable (including executing all to execute and/or cause the relevant Affiliate of Seller to execute such agreements, deeds or other documents as may be reasonably necessary for to procure the purposes transfer of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) Transferred Asset to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (Buyer or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Assetdesignee. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To (a) If, following Closing, Buyer or any of the 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 right, title or interest to it owns any Excluded Asset or is acquired by either Purchaser subject to any Retained Liability, Buyer shall or any assignee shall cause the applicable Transferred Subsidiary to promptly inform Sellers of either Purchaser under this Agreement or the Real Estate Purchase Agreementthat fact in writing. Thereafter, Buyer shall (and Sellers shall reasonably cooperate with Buyer), as applicable, (directly A) reimburse and/or cause the applicable Transferred Subsidiary to reimburse Sellers or indirectly, including through their relevant Controlled Affiliates the purchase of the Acquired Interests), amount referred to in clause (i) above or (B) execute and/or cause the applicable Transferred Subsidiary to execute such Purchaser shalldocuments as may be reasonably necessary to procure the transfer of any such Excluded Asset or Retained Liability to Sellers or a Controlled Affiliate of Sellers nominated by Sellers. (b) If, following Closing, Sellers or any Controlled Affiliate of Sellers (other than the Transferred 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 ▇▇▇▇▇ is responsible hereunder, and shall cause any applicable assignee of such Purchaser towhich amount is not an Excluded Asset, promptly transfer any Excluded Asset for nominal consideration or is otherwise properly due and owing to Seller Buyer or one of its designees Controlled Affiliates (including executing all the Transferred Subsidiaries) in accordance with the terms of this Agreement or (ii) becomes aware that it owns any Transferred Asset or is subject to any Assumed Liability, Sellers shall, or shall cause such agreementsControlled Affiliate of Sellers to, deeds promptly inform Buyer of that fact in writing. Thereafter, Sellers shall (and Buyer shall reasonably cooperate with Sellers), as applicable, (A) reimburse and/or cause its relevant Controlled Affiliate to reimburse the applicable Transferred Subsidiary (or other Buyer or its Controlled Affiliate, as applicable) the amount referred to in clause (i) above or (B) execute and/or cause the relevant Controlled Affiliate of Sellers to execute such documents as may be reasonably necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with procure the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. b. To the extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets Asset or Assumed Liability to PropCo Purchaser the applicable Transferred Subsidiary (or any assignee of PropCo PurchaserBuyer or its Controlled Affiliate, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. (a) To the extent that right, title or interest to any Excluded Asset is acquired asset, property or right held by either Purchaser or any assignee of either Purchaser under this Agreement 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 Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests)Closing Date, (i) such asset, property or right shall from Closing have been and be held in trust by Purchaser for the benefit of and on behalf of Seller; and (ii) Purchaser shall, and shall cause any its applicable assignee of such Purchaser subsidiaries or Affiliates to, assign, convey or as promptly as practicable transfer any Excluded Asset for nominal consideration such asset, property or right to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) an Affiliate thereof as Seller may specify (without additional consideration or the relevant interests in them to Seller cost being paid or any such designeesincurred by Seller)), in each case, pursuant to an instrument of transfer reasonably satisfactory to Seller. Purchaser and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable each bear 50% of all out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset6.4(a). b. (b) To the extent that right, title or interest to any Acquired Assets on asset, property or prior to the Closing Date, is 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 ClosingClosing 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 the Closing, (i) if any payments due with respect to the Acquired Business that should have been sent to Purchaser or any of the Acquired Companies are paid to Seller or any of its Affiliates (other than the Acquired Companies), Seller shall, or shall cause its applicable Affiliate of Seller to, promptly transfer any remit by wire or draft such OpCo Acquired Asset payment to OpCo an account designated in writing by Purchaser (including promptly forwarding corresponding invoices or similar documentation to Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereofits designee) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) if any payments due with respect to the extent permitted by LawSeller-Retained Business and should have been sent to Seller or any of its Affiliates are paid to Purchaser, such the Acquired Assets shall be held in trust for the applicable Companies or their Affiliates, Purchaser pending such transfer. Seller shall, and or shall cause its Affiliates to, promptly pay remit by wire or deliver draft such payment to the applicable Purchaser (or its an account designated Affiliates) any monies or checks that have been received in writing by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired AssetSeller. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To If, at any time during the extent that right, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or six (6)-month period following the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), and (ii) to the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transferClosing: 2.10.1. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser GATX or any of its Affiliates following the Closing to the extent they are (including G Buyer) receives or otherwise possesses (or represent the proceeds ofis responsible for) an Excluded Asset. b. To the extent that right, title any funds or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller other assets or any liabilities, in each case, that are a JV Transferred Asset, B Buyer Transferred Asset, JV Assumed Liability or B Buyer Assumed Liability, or that are otherwise properly due and owing to JV or B Buyer (or its respective successors or assigns) in accordance with the terms of its Affiliates after the ClosingPurchase Agreement, GATX shall (i) Seller shall, and shall cause any its Affiliates, including G Buyer, as applicable Affiliate of Seller to), promptly notify and assign, transfer any or convey, or cause to be assigned, transferred or conveyed, such OpCo Acquired JV Transferred Asset, JV Assumed Liability, B Buyer Transferred Asset or B Buyer Assumed Liability to OpCo Purchaser JV or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo PurchaserB Buyer, as applicable, under this Agreement and promptly remit, or the Real Estate Purchase Agreementcause to be remitted, as applicable (including executing all such agreements, deeds any funds to JV or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to the applicable Purchaser B Buyer (or its designated Affiliates) any monies successors or checks that have been received by Seller or any of its Affiliates following assigns), as applicable; 2.10.2. the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. c. Following the Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates Brookfield Parties or any of their respective officers Affiliates (including B Buyer) receives or directorsotherwise possesses (or is responsible for) any funds or other assets or any liabilities, in each case, that are a JV Transferred Asset, G Buyer Transferred Asset, JV Assumed Liability or G Buyer Assumed Liability, or that are otherwise properly due and owing to JV or G Buyer (or its respective successors or assigns) in accordance with the terms of the Purchase Agreement, the Brookfield Parties shall (and shall cause any of their respective Affiliates, including B Buyer, as applicable to), promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such receiving party may open such mailJV Transferred Asset, packages JV Assumed Liability, G Buyer Transferred Asset or other communications and may retain the same G Buyer Assumed Liability to the extentJV or G Buyer, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller as applicable (or any of its Affiliates respective Affiliates) and promptly remit, or cause to be remitted, any funds to JV or G Buyer, as applicable; and 2.10.3. JV (or any Excluded subsidiary of JV) receives or otherwise possesses (or is responsible for) any funds or other assets or any liabilities, in each case, that are a G Buyer Transferred Asset, B Buyer Transferred Asset, G Buyer Assumed Liability or B Buyer Assumed Liability, or that are otherwise properly due and such receiving party shall promptly refer, forward owing to G Buyer or otherwise deliver such mail, packages or other communications B Buyer (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers successors or directorsassigns) in accordance with the terms of the Purchase Agreement, JV shall (and the receiving party Investors shall cause JV to), as applicable, promptly notify and assign, transfer or convey, or cause to be assigned, transferred or conveyed, such G Buyer Transferred Asset, G Buyer Assumed Liability, B Buyer Transferred Asset or B Buyer Assumed Liability to G Buyer or B Buyer, as applicable (or any of its Affiliates may not open such mailrespective Affiliates) and promptly remit, packages or other communications and shall promptly refercause to be remitted, forward any funds to G Buyer or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates B Buyer (or any of their respective officers successors or directorsassigns), such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposesas applicable. d. The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. a. To the extent that right[*] = Certain confidential information contained in this document, title or interest to any Excluded Asset marked by brackets, has been omitted because it is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, as applicable, (directly or indirectly, including through the purchase of the Acquired Interests), both (i) such Purchaser shall, and shall cause any applicable assignee of such Purchaser to, promptly transfer any Excluded Asset for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or part thereof) or the relevant interests in them to Seller or any such designees), not material and (ii) to is the extent permitted by Law, such Excluded Asset shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of-pocket expenses incurred by such Purchaser and/or any of its Affiliates in connection with type that the transfer contemplated by this Section 9. Each Purchaser shall, and shall cause its Affiliates to, promptly pay registrant treats as private or deliver to Seller (or its designated Affiliates) any monies or checks that have been received by such Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Assetconfidential. b. To the extent that right(i) If, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the following Closing, (i) Seller shallthe Company or any of its Subsidiaries (excluding the Transferred Entities) receives a payment with respect to any Transferred Asset or (ii) the Company or its Subsidiaries (including the Transferred Entities) or Investor becomes aware that any Transferred Asset remains with, and shall cause any applicable Affiliate of Seller or has been transferred to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser the Company or any assignee of OpCo Purchaser and any its Subsidiaries (excluding the Transferred Entities), the Company shall (A) reimburse, or cause the relevant Subsidiary of the Company (excluding the Transferred Entities) to reimburse the relevant Transferred Entity (or such other Transferred Real Estate Assets Entity nominated by the Company) the amount referred to PropCo Purchaser in clause (i) above or any assignee (B) promptly execute and/or cause the relevant Subsidiary of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable Company (including executing all the Transferred Entities) to execute, such agreements, deeds or other documents as may be reasonably necessary for to procure the purposes transfer of transferring any such Acquired Assets 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 part thereof(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 interests Subsidiary of the Company (excluding the Transferred Entities) the amount referred to in them clause (i) above or (B) promptly execute and/or cause the relevant Subsidiary of the Company (including the Transferred Entities) to OpCo Purchaser or execute such documents as may be reasonably necessary to procure the transfer of any such assignee of OpCo Purchaser), and (ii) Excluded Asset from the Transferred Entity to the extent permitted Company or a Subsidiary of the Company nominated by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Affiliates to, promptly pay or deliver to Company (other than the applicable Purchaser (or its designated Affiliates) any monies or checks that have been received by Seller or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired AssetTransferred Entities). c. Following (iii) For the Closingavoidance of doubt, Seller authorizes OpCo Purchaser this clause (c) shall only apply if an Alternative Transaction Election has been made and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, Investor has made a Ring-Fencing Election in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in accordance with Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes5.7(b)(i). d. The covenants and agreements of this Section 9 shall survive the Closing.