Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. 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 related to such Asset, and the Buyer shall reimburse such WM Parent or its Subsidiaries, as applicable, for its reasonable third-party expenses incurred in connection therewith. If the Buyer or any Affiliate of the Buyer (including, for the avoidance of doubt, the Companies) receives any payment with respect to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewith.

Wrong Pockets. If In the event that, at any time or from time to time after the Closing and prior to the first anniversary thereof, (a) Parent or any of its Subsidiaries receives or otherwise possesses any asset (including any payments or any mail (including electronic mail)) or is liable for any Liability that was reflected in the Closing Tangible Book Value (for this purpose, for the avoidance of doubt, after giving effect to the Pre-Closing Dividend) and therefore should belong to Acquiror or any of the Sellers receives Company Group Entities pursuant to the terms of this Agreement, Parent shall, as promptly as practicable, transfer, or cause to be transferred, such asset or Liability to the appropriate Company Group Entity, as designated by the Acquiror (and Parent shall be responsible for all out-of-pocket costs incurred by Parent or any payment with respect of its Affiliates to effect such transfer and, prior to any Asset after such transfer, Parent shall, or shall cause its Affiliates to, hold such asset in trust for the Closing benefit of the Acquiror), or (which such payments shall not include payments with respect to WM Accounts Receivable, WM Unearned Revenue Amount, ADS Accounts Receivable b) the Acquiror 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 related to such Asset, and the Buyer shall reimburse such WM Parent or of its Subsidiaries, as applicableincluding any of the Company Group Entities, receives or otherwise possesses any asset (including any payments or any mail (including electronic mail)) or Liability that was not reflected in the Closing Tangible Book Value (for this purpose, for its reasonable thirdthe avoidance of doubt, after giving effect to the Pre-party expenses incurred in connection therewith. If the Buyer Closing Dividend) and relates materially to any business of Parent or any Affiliate of the Buyer its Subsidiaries (includingexcluding, for the avoidance of doubt, the Companiesbusinesses conducted by the Company Group Entities) receives any payment with respect pursuant to any the terms of the WM Excluded Assets or ADS Excluded Assets after the Closingthis Agreement, the Buyer agrees to Acquiror shall as promptly remit (as practicable transfer, or cause to be promptly remittedtransferred, such asset or Liability to Parent or any of its Subsidiaries, as designated by Parent, in each case of clause (a) such funds to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Assetand (b), for no additional consideration (and the WM Parent shall reimburse the Acquiror for all out-of-pocket costs reasonably incurred by the Acquiror or any of its Affiliates to effect such transfer and, prior to any such transfer, the Acquiror shall, or shall cause its respective Affiliates to, hold such asset in trust for the Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewithbenefit of Parent).

Wrong Pockets. (a) 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 within nine months following the Closing Date from customers with respect it becomes apparent that during the six months prior to the Assumed Contracts date of this Stock Purchase Agreement a Target Company or Other Company Subsidiary used an asset in connection with the Business Arrangements for services which is owned by a member of Parent Group and which is: (i) not subject to a Separation Agreement; (ii) not expressly contemplated to be provided available to a member of Buyer Group after Closing pursuant to the terms of this Stock Purchase Agreement, including Schedule B, or any other Transaction Document; and (iii) exclusively used by the Buyer on Target Companies or after Subsidiary Companies, Parent shall procure the Closing Date) WM transfer of all rights, title and interest in and to such asset to such Target Company or Company Subsidiary as Buyers may direct together with any Permits held by any member of Parent agrees Group relating to cause that asset and such funds to transfer shall be promptly remitted to the Buyer effected without additional consideration except to the extent related to such Asset, and that the asset should have been reflected in Net Working Capital or Net External Indebtedness in which event Sweden Buyer shall reimburse pay Parent the amount for such WM asset as would have been reflected; (b) if within nine months following the Closing Date it becomes apparent that during the six months prior to the date of this Stock Purchase Agreement a member of Parent Group used, other than in connection with the Business, an asset which is owned by a Target Company or its SubsidiariesCompany Subsidiary which is: (i) not subject to a Separation Agreement; (ii) not expressly contemplated to be available to a member of Parent Group after Closing pursuant to the terms of any Transaction Document; and (iii) exclusively used by Parent Group, U.S. Buyer or Sweden Buyer, as applicable, for its reasonable third-party expenses incurred shall procure the transfer of all rights, title and interest in connection therewith. If the and to such asset to such member of Parent Group as Parent together with any Permits held by any member of Buyer or any Affiliate of the Buyer (including, for the avoidance of doubt, the Companies) receives any payment with respect Group relating to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to that asset and such transfer shall be promptly remitted) such funds to the WM Parent effected without additional consideration except to the extent related to such WM Excluded Asset that the asset was reflected in Net Working Capital or ADS Excluded Asset, and the WM reflected in Net External Indebtedness in which event Parent shall cause the reimburse Sweden Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewithsuch amount as so reflected.

Wrong Pockets. If (a) If, after the Closing, Buyer or Seller identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shall, or shall cause one of the Sellers receives any payment with respect Companies to, transfer such Purchased Asset to any Asset Buyer for no additional consideration. If, after the Closing Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (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 a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) WM Parent agrees to cause such funds to be promptly remitted or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent related possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such Assetwaiver) or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the Buyer shall reimburse accuracy or completeness of such WM Parent or its Subsidiariesinformation, in each case other than as applicable, for its reasonable third-party expenses incurred expressly set forth in connection therewith. If the Buyer or any Affiliate of the Buyer (including, for the avoidance of doubt, the Companies) receives any payment with respect to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, Seller’s representations and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred warranties set forth in connection therewithArticle 3.

Wrong Pockets. If (a) If, for any of the Sellers receives any payment with respect to any Asset reason after the Closing Closing, Buyer is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Buyer shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume, pay or perform (without further consideration) any liabilities or obligations associated with such Excluded Assets or Excluded Liabilities; and (iii) Buyer and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such payments shall not include payments with respect Excluded Asset or Excluded Liability back to WM Accounts ReceivableSeller. (b) If, 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 Closing, Buyer or Seller becomes aware that any Purchased Asset or Assumed Liability has not been transferred or delivered to, or assumed by, Buyer or its Affiliates, (i) Seller shall promptly take such steps as may be required to the Assumed Contracts transfer and deliver, or Other Business Arrangements for services cause to be provided by transferred and delivered, such Purchased Asset or Assumed Liability to Buyer, at no additional charge to Buyer, (ii) Buyer shall accept such Purchased Asset or assume such Assumed Liability, as the case may be, and (iii) Seller and Buyer shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability to Buyer. DM3\7875356.18 (c) In the event that, on or after the Closing Date) WM Parent agrees , either party shall receive any payments or other funds due to cause the other party or any of its Affiliates pursuant to the terms of this Agreement or any of the other Transaction Documents, then the party receiving such funds shall promptly forward such funds to be promptly remitted to the Buyer to the extent related to such Assetproper party. The parties acknowledge and agree that, and the Buyer shall reimburse such WM Parent or its Subsidiaries, as applicable, for its reasonable third-party expenses incurred notwithstanding anything contained in connection therewith. If the Buyer this Agreement or any Affiliate of the Buyer (includingother Transaction Documents, there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the avoidance account of doubtthe other party in the event there is a dispute regarding any other issue under this Agreement or any of the other Transaction Documents. If, after the Companies) receives Closing Date, either party hereto shall receive any payment invoice from a third party with respect to any accounts payable of the WM Excluded Assets or ADS Excluded Assets after other party, then the Closing, the Buyer agrees to party receiving such invoice shall promptly remit (or cause to be promptly remitted) deliver such funds invoice to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewithproper party.

Wrong Pockets. 18.1 If and to the extent that legal title to or beneficial interest in any Transferred Asset remains vested in any member of the Sellers receives Selling Group after Completion or any payment with member of the Selling Group after Completion has any interest in such Transferred Asset, then: (A) as soon as reasonably practicable after any member of the Selling Group or, as the case may be, any member of the Purchaser’s Group, becomes aware that a Transferred Asset is owned by a member of the Selling Group after Completion, the Seller or, as the case may be, the Purchaser, shall notify the Purchaser or, as the case may be, the Seller, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Selling Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Asset after Transfer Price being made, the Closing Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which such payments shall not include payments neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller; [***] Information has been omitted and filed separately 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 Securities and Exchange Commission. Confidential Treatment has been requested with respect to the Assumed Contracts omitted portions. (D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller’s reasonable control, or Other Business Arrangements it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall): (i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for services a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a “TSA Asset”); or (ii) transfer to be provided the Purchaser or a company nominated by the Buyer on or after the Closing Date) WM Parent agrees to cause such funds to be promptly remitted Purchaser a substantially equivalent asset to the Buyer relevant Transferred Asset (a “Substitute Asset”) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or (iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties; (E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and (F) the parties will co-operate in good faith to ensure that, to the extent related possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. 18.2 If, and to the extent that, legal title to or beneficial interest in any Excluded Asset is vested in any member of the Purchaser’s Group after Completion or any member of the Purchaser’s Group after Completion has any interest in such Excluded Asset, then: (A) as soon as reasonably practicable after any member of the Purchaser’s Group or, as the case may be, any member of the Selling Group, becomes aware that such Excluded Asset is owned by a member of the Purchaser’s Group after Completion, the Purchaser or, as the case may be, the Seller, shall notify the Seller or, as the case may be, the Purchaser, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Buyer Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall reimburse procure that such WM Parent Excluded Asset is transferred to the Seller or its Subsidiariesa company nominated by the Seller for consideration in cash equal the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Excluded Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Purchaser’s Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Purchaser’s Group) is required to account in respect of such transfer and the Seller shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser shall pay to the Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.2(B) for which neither the Seller nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Seller or, as applicablethe case may be, for the relevant nominated company is entitled to credit as input tax, as determined by the Seller acting in good faith certified by the Seller in writing to the Purchaser; (D) the Seller shall provide such assistance to the Purchaser as the Purchaser may reasonably require to enable it to carry out its reasonable thirdobligations under this sub-party expenses incurred clause 18.2; and (E) the parties will co-operate in connection therewith. If good faith to ensure that, to the Buyer or any Affiliate extent possible, the provisions of this sub-clause 18.2 are implemented in a way which results in the net settlement of payments as between members of the Buyer (including, for Selling Group and the avoidance of doubt, Purchaser’s Group. [***] Information has been omitted and filed separately with the Companies) receives any payment Securities and Exchange Commission. Confidential Treatment has been requested with respect to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewithomitted portions.

Wrong Pockets. If any of (a) If, following the Sellers Closing, Buyer or a Transferred Subsidiary (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives any a payment with respect to an Excluded Asset or (ii) becomes aware that it owns 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 related to such Excluded Asset, and the Buyer shall reimburse such WM Parent or its Subsidiariesshall cause the applicable Transferred Subsidiary to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer shall undertake (and Seller shall reasonably cooperate with Buyer), as applicable, for its reasonable third-party expenses incurred (A) to reimburse and/or cause the applicable Transferred Subsidiary to reimburse Seller or the relevant Affiliate of Seller the amount referred to in connection therewith. If clause (i) above or (B) to execute and/or cause the Buyer applicable Transferred Subsidiary to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller designated by Seller. (b) If, following the Closing, Seller or any Affiliate of Seller (excluding the Buyer Transferred Subsidiaries) (including, for the avoidance of doubt, the Companiesi) receives any a payment with respect to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds to the WM Parent to the extent related to such WM Excluded a Transferred Asset or ADS Excluded the Business or (ii) becomes aware that it owns or has retained any Transferred Asset, and the WM Parent Seller shall, or shall cause such Affiliate of Seller to, promptly inform Buyer of that fact in writing. Thereafter, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) 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 request of Buyer, to execute and/or cause the relevant Affiliate of Seller to execute such documents as may be reimbursed for reasonably necessary to procure the transfer of any such Transferred Asset to Buyer or its reasonable third-party expenses incurred in connection therewithdesignee.

Wrong Pockets. If (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 it owns any Excluded Asset or retained, assumed or otherwise remains or becomes liable for any Excluded Liability, Buyers shall or shall cause the applicable Company to promptly inform Sellers of that fact in writing. Thereafter, at the request of Sellers (in the case of any Excluded Asset) or Buyers (in the case of any Excluded Liability), Buyers and Sellers shall undertake, as applicable, (A) to reimburse and/or cause the applicable Company to reimburse Sellers or their relevant Affiliate the amount referred to in clause (i) above or deliver such correspondence to Sellers or (B) to execute and/or cause applicable Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset or assumption of such Excluded Liability to or by the applicable Seller or its Affiliate for no consideration. (b) If, following Closing and prior to the two-year anniversary of the Closing, Sellers or any of the Sellers their Affiliates (i) receives any a payment with respect to any Transferred Asset after or correspondence intended for the Closing Business or (which such payments ii) becomes aware that it owns any Transferred Asset or retained, assumed or otherwise remains or becomes liable for any Assumed Liability, Sellers shall, or shall 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 Affiliate to, promptly remitted to inform Buyers of that fact in writing. Thereafter, at the Buyer to request of Buyers (in the extent related to such case of any Transferred Asset) or Sellers (in the case of any Assumed Liability), Buyers and the Buyer Sellers shall reimburse such WM Parent or its Subsidiariesundertake, 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 Buyers or (B) to execute and/or cause their relevant Affiliate to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or the Assumption of any such Assumed Liability, to or by the applicable Company for its reasonable third-party expenses incurred in connection therewith. If no consideration. (c) Without limiting Section 4.21(a) and Section 4.21(b), from and after the Buyer or any Affiliate Closing until the second (2nd) anniversary of the Buyer (includingClosing Date, for Seller shall, at no cost to Buyers, transfer to Buyers any asset owned by and in the avoidance possession or control of doubtSeller Parent or its Subsidiary to the extent that the failure of Seller or its Subsidiary to transfer, or otherwise grant such access or use to, such asset as of the Companies) receives any payment with respect to Closing resulted in a breach, as of the Closing, of any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, representations and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred warranties of Seller contained in connection therewithSection 2.21(b).

Wrong Pockets. If If, following the Closing, either Buyer, on the one hand, or the Sellers, on the other hand, becomes aware that any of the Acquired Assets or Assumed Liabilities has not been transferred to Buyer or its Affiliate or that any of the Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate (other than as contemplated in the Transaction Documents), Buyer or the Sellers, as applicable, shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to (a) Buyer or its applicable Affiliate, in the case of any Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (b) the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree that, after the Closing Date, (x) if Buyer or any of its Affiliates receives any payment in respect of any Accounts Receivable, Buyer shall hold and shall promptly transfer and deliver such payment to the Sellers (to an account designated by the Sellers), from time to time as and when received by Buyer and in the currency received, and Buyer shall account to the Sellers for all such receipts, and (y) Buyer shall promptly deliver to the Sellers any invoice Buyer or any of its Affiliates receives in respect of any Accounts Payable and the Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the Sellers agree that, after the Closing Date, if any of the Sellers receives or their Affiliates receive any payment with in respect to of any Asset after Acquired Assets, the Closing applicable Seller (which or Affiliate) shall hold and shall promptly transfer and deliver 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 payment to the Buyer to as and when received by such Seller and in the extent related to such Assetcurrency received, and the Buyer Sellers shall reimburse such WM Parent or its Subsidiaries, as applicable, for its reasonable third-party expenses incurred in connection therewith. If account to the Buyer or any Affiliate of the Buyer (including, for the avoidance of doubt, the Companies) receives any payment with respect to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) all such funds to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewithreceipts.

Wrong Pockets. If any (a) If, following the Closing and prior to the one-year anniversary of the Sellers Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Cash Consideration, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company or its Subsidiaries to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer shall undertake (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to promptly reimburse and/or cause the Company or its Subsidiaries to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to promptly execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller. (b) If, following the Closing and prior to the one-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to any Transferred Asset after the Closing or (which such payments ii) becomes aware that it owns any Transferred Asset, Seller shall, or 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 Affiliate (other than the Company) of Seller to, promptly remitted to inform Buyer of that fact in writing. Thereafter, at the Buyer to the extent related to such Assetrequest of Buyer, Seller shall undertake (and the Buyer shall reimburse such WM Parent or its Subsidiariesreasonably cooperate with Seller), as applicable, for its reasonable third-party expenses incurred in connection therewith. If the Buyer or any Affiliate of the Buyer (including, for the avoidance of doubt, the CompaniesA) receives any payment with respect to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to promptly execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be promptly remitted) reasonably necessary to procure the transfer of any such funds Transferred Asset to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewithCompany.

Wrong Pockets. (a) If and to the extent that after the Completion Date any asset has been transferred by any of the Business 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 Purchaser or ADS Unearned Revenue Amount, but which shall include any other amount received after member of the Closing Date from customers with respect Purchaser's Group which should not have been transferred pursuant to, or in order to give effect to, the provisions of this Agreement or any assets of the Companies which should have transferred pursuant to the Assumed Contracts Reorganisation or Other Business Arrangements for services pursuant to or in order to give effect to the provisions of this Back to Contents Agreement have not been transferred to the relevant member of the ICI Group, then the Purchaser shall do, or procure the doing of, all such things as may be provided required to retransfer (or, in the case of any such assets owned by the Buyer on Companies to transfer) any such asset to the relevant Business Seller or after as Ergon shall otherwise direct provided always that Ergon shall be responsible for all costs and expenses incurred by the Closing Daterelevant member of the Purchaser's Group in giving effect to such retransfer (or transfer). (b) WM Parent agrees Notwithstanding Clause 20.2(a) above, if the Purchaser or the Purchaser's Group has spent money in respect of any such assets as are referred to cause such funds to above, the Purchaser and the Purchaser Group shall be promptly remitted reimbursed for such amounts incurred ("Wrong-pocket Costs") in connection with such money invested in connection therewith prior to Ergon's written notice (such notice to contain reasonable details of the basis for Ergon's assertion) that such asset(s) should not have been transferred pursuant to, or in order to give effect to, the provisions of this Agreement or any assets of the Companies which should have transferred pursuant to the Buyer Reorganisation or pursuant to or in order to give effect to the extent related provisions of this Agreement have not been transferred to the relevant member of the ICI Group provided that nothing in this Clause 20.2(b) shall require Ergon to make a payment to the Purchaser or any member of the Purchaser's Group unless immediately following such payment, the Purchaser or the relevant member of the Purchaser's Group shall at the cost and expense of Ergon transfer to Ergon any assets directly resulting from such investment by the Purchaser or relevant member of the Purchaser's Group attributable to such Asset, and the Buyer payment. Nothing under this Clause 20.2 shall reimburse such WM Parent or its Subsidiaries, affect any Intellectual Property scheduled as applicable, for its reasonable third-party expenses incurred in connection therewith. If the Buyer or any Affiliate of the Buyer (including, for the avoidance of doubt, the Companies) receives any payment with respect to any of the WM Excluded Assets or ADS Excluded Assets after the Closing, the Buyer agrees to promptly remit (or cause to be promptly remitted) such funds assigned to the WM Parent to the extent related to such WM Excluded Asset or ADS Excluded Asset, and the WM Parent shall cause the Buyer to be reimbursed for its reasonable third-party expenses incurred in connection therewithPurchaser hereunder.