Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. a) During the six (6) month period following the Closing, if either the Buyer or any Selling Entity becomes aware that any right, property or asset forming part of the Purchased Assets has not been transferred to the Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to the Buyer, such Party shall promptly notify the other Party and the Parties shall, as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause such right, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consent, to (i) the Buyer, in the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates receives any (i) funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such funds or property to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise).

Wrong Pockets. (a) During In the six (6) month period following the Closing, if either the Buyer or any Selling Entity becomes aware event that any right, property or asset forming part it is discovered that there was an omission of the Purchased Assets has not been transferred to the Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to the Buyer, such Party shall promptly notify the other Party and the Parties shall, as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause such right, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consent, to (i) the Buyertransfer or conveyance by the Transferred Company to, in or the acceptance or assumption by, any member of the Seller Group of any Excluded Asset or Excluded Liability, as the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closingmay be, or (ii) the applicable Selling Entitytransfer or conveyance by any member of the Seller Group to, in or the acceptance or assumption by, the Transferred Company or Purchaser of any Transferred Asset or Assumed Liability, as the case may be, until the earlier of (A) the date that is one year following the Closing and (B) the date on which such asset or liability is so transferred, conveyed, accepted or assumed, as the case may be, Seller and Purchaser shall, and shall cause their respective Affiliates to, subject to Section 1.06, use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption of such asset or liability, as the case may be, as promptly as reasonably practicable. (b) In the event that it is discovered that there was a transfer or conveyance (i) by the Transferred Company to, or the acceptance or assumption by, any member of the Seller Group of (x) any asset that, if held by the Seller Group, would constitute a Transferred Asset or (y) any Assumed Liability, as the case may be, or (ii) by any member of the Seller Group to, or the acceptance or assumption by, the Transferred Company or Purchaser of (x) any asset that, if held by the Transferred Company, would constitute an Excluded Asset or (y) any Excluded Liability, as the case may be, until the earlier of (A) the date that is one year following the Closing and (B) the date on which such asset or liability is so transferred or conveyed, as the case may be, Seller and Purchaser shall, and shall cause their respective Affiliates to, subject to Section 1.06, use reasonable best efforts to transfer or convey such asset or liability back to the transferring or conveying party or to rescind any acceptance or assumption of such asset or liability, as the case may be, as promptly as reasonably practicable. (c) Following the Closing, without effect on the Purchase Price, (i) Seller shall promptly transfer to Purchaser (A) any payment or funds which, per the terms of this Agreement, belongs to Purchaser and is received by Seller after the Closing and (B) copies of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From and substantive communications received by Seller after the Closing, if either the Buyer or any Selling including from a Governmental Entity or customer, supplier, distributor, landlord, licensee, service provider or other business partner, to the extent related to the Business, and (ii) Purchaser shall promptly transfer to Seller (A) any of their respective Affiliates receives any (i) payment or funds or property that iswhich, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to per the terms of this Agreement or any other Transaction DocumentAgreement, belongs to Seller and is received by Purchaser after the receiving Party shall promptly use commercially reasonable efforts to (A) notify Closing and (B) forward such funds or property to, the other Party (and, for the avoidance copies of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From and substantive communications received by Purchaser after the Closing, if either the Buyer or any Selling including from a Governmental Entity or any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the customer, supplier, distributor, landlord, licensee, service provider or other Party pursuant to the terms of this Agreement or any other Transaction Documentbusiness partner, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent the paying Party is not obligated to make such payment pursuant related to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise)Seller Business.

Wrong Pockets. a) During In the six (6) month period following event that, on or after the Closing, if either the Buyer Party receives payments or any Selling Entity becomes aware that any right, property or asset forming part of the Purchased Assets has not been transferred to the Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to the Buyer, such Party shall promptly notify the other Party and the Parties shall, as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause such right, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consent, to (i) the Buyerfunds or, in the case of any rightSphinx, property or asset forming part of the retains Purchased Assets which was not transferred to the Buyer at Assets, or in connection with the Closingcase of Arion, receives Excluded Assets, or (ii) the applicable Selling Entitysuch Party discovers funds or, in the case of any rightSphinx, property Purchased Assets, or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates receives any (i) funds or property that is, in the reasonable determination case of the receiving PartyArion, intended for Excluded Assets, due or otherwise the property of belonging to the other Party pursuant to the terms of this Agreement hereof or any other of the Transaction DocumentDocuments, then the Party receiving Party or discovering such payments or funds or, in the case of Sphinx, Purchased Assets, or in the case of Arion, Excluded Assets shall promptly use commercially reasonable efforts forward or Transfer or cause to be promptly forwarded or Transferred such payments or funds or, in the case of Sphinx, Purchased Assets, or in the case of Arion, Excluded Assets, to the proper party (A) notify with appropriate endorsements, as applicable), for no additional consideration and (B) forward will account to such funds or property to, the other Party (and, for the avoidance of doubt, the all such receipts. The Parties acknowledge and agree that that, except as otherwise provided in this Agreement, there is no right of offset with respect to regarding such payments and a Party may not withhold funds or property, whether received from third parties for the account of the other Party in connection with the event there is a dispute regarding any other issue under this Agreement or any other Transaction Document Documents. Without limiting the foregoing provisions of this Section 6.12(b), Sphinx agrees that Arion shall, following the Closing, have the right and authority to endorse any checks or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, drafts received by Arion in respect of any account receivable of the Business included in the reasonable determination of Purchased Assets or reflected in the receiving Party, intended for or otherwise the property of the other Party pursuant Final Closing Net Working Capital and Sphinx shall furnish to the terms Arion such evidence of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From and after authority as Arion may reasonably request. Following the Closing, if either Arion or its Affiliates receives any mail or packages addressed to Sphinx or its Subsidiaries and delivered to Arion not relating to the Buyer Business, the Purchased Assets, the Purchased Shares or the Assumed Liabilities, Arion shall promptly deliver (or cause to be delivered) such mail or packages to Sphinx. Following the Closing, if Sphinx or its Subsidiaries receives any Selling Entity mail or packages delivered to Sphinx relating to the Business, the Purchased Assets, the Purchased Shares or the Assumed Liabilities, Sphinx shall promptly deliver (or cause to be delivered) such mail or packages to Arion. Without limiting the foregoing, if within 60 days after Closing, Arion identifies any of their respective Affiliates pays any amount Patents that it believes are “Exclusive to any third party in satisfaction of any Liability the Business”, then provided that Sphinx confirms (such confirmation not to be unreasonably withheld) that such Patents are “Exclusive to the Business”, then such Patents will be deemed to be part of the other Party pursuant Purchased Assets and Sphinx will assign such Patents to Arion through an appropriate amendment to the terms IPMA. For purposes of this Agreement the immediately preceding sentence, a Patent will be considered “Exclusive to the Business” if (x) all named inventors are or any other Transaction Document, (i) were working within the paying Party shall promptly notify Business at the other Party of such payment time the claimed invention was conceived or first reduced to practice; and (iiy) all claims in the Patent are exclusively related to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement Business, Products or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise)Transferred Technology.

Wrong Pockets. a) During In the six (6) month period following the Closing, if event that either the Buyer Purchaser or any Selling Entity Seller becomes aware that any right, property or asset forming part of the Purchased Assets has not been transferred to the Buyer Purchaser or that any right, property or asset forming part of the Excluded Assets has been transferred to the BuyerPurchaser, such Party it shall promptly notify the other Party and the Parties shall, as soon as reasonably practicable thereafterpracticable, use commercially reasonable efforts to cause ensure that such rightproperty is transferred, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consentthird-party consent or approval, to (ia) the BuyerPurchaser, in the case of any right, property or asset forming part of the Purchased Assets which Asset that was not transferred to the Buyer Purchaser at or in connection with the Closing, with such costs to do so being at the expense of Sellers; or (iib) the applicable Selling Entityany Seller, in the case of any right, property or asset not forming part of the Excluded Assets which Asset that was transferred to the Buyer Purchaser at the Closing. b) From and , with such costs to do so being at the expense of Sellers, except if such Excluded Asset was identified by Purchaser in accordance with the next sentence, in which case, such costs being at the expense of Purchaser. If, on or after the ClosingClosing Date, Purchaser may determine, in its sole discretion, to designate any Assumed Contract as an Excluded Asset and, notwithstanding anything to the contrary herein, such Contract shall be deemed to be an Excluded Asset for all purposes of this Agreement, including the immediately preceding sentence. In addition, if on or after the Closing Date, either the Buyer Party shall receive any payments or any Selling Entity or any of their respective Affiliates receives any (i) other funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of due to the other Party pursuant to the terms of this Agreement or any other Transaction Document, then the Party receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) such funds shall, within 30 days after receipt of such funds, forward such funds or property to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other proper Party. c) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise).

Wrong Pockets. (a) During the six (6) month period following If, for any reason after the Closing, if either Purchaser is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the Buyer transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by Seller or any Selling Entity becomes aware that of its Affiliates or identified to Seller in writing by Purchaser at any righttime after the Closing Date, property possession or asset forming part ownership of the Purchased Assets which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be. (c) In the event that, on or after the Closing Date, either party shall receive any payments or other funds due to the Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to the Buyer, such Party shall promptly notify the other Party and the Parties shall, as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause such right, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consent, to (i) the Buyer, in the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates receives any (i) funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the other Transaction DocumentAgreements, then the party receiving Party such funds shall promptly use commercially reasonable efforts to (A) notify and (B) forward such funds or property to, to the other Party (and, for the avoidance of doubt, the Parties proper party. The parties acknowledge and agree that there is no right of offset with respect to regarding such payments and a party may not withhold funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in received from third parties for the reasonable determination of the receiving Party, intended for or otherwise the property account of the other Party pursuant to party in the terms of this Agreement or event there is a dispute regarding any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From and after the Closing, if either the Buyer or any Selling Entity or issue under any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise)Agreements.

Wrong Pockets. (a) During the six (6) month period following the ClosingSubject to Section 1.08, if at any time after the Closing Date either the Buyer Parent or any Selling Entity Seller Parent becomes aware that any right, property or asset forming part of the Purchased Transferred Assets has not been transferred to the Buyer Parent or any of its Subsidiaries or that any right, property or asset forming part of the Excluded Assets has been transferred to Buyer Parent or any of its Subsidiaries, or is owned by any Acquired Company (after giving effect to the BuyerBusiness Internal Reorganization), such Party it shall promptly notify the other Party and the Parties Buyer Parent and Seller Parent shall, as soon as reasonably practicable thereafterpracticable, use commercially reasonable efforts best endeavors to cause ensure that such rightproperty is transferred without delay, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consentthird party consent or approval, to Buyer Parent or one of its Subsidiaries (i) the Buyer, in the case of any right, property such Transferred Asset) or asset forming part Seller Parent or one of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or its Affiliates (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the such Excluded Assets which was transferred to the Buyer at the ClosingAsset). (b) From and In the event that, on or after the ClosingClosing Date, if either the Buyer or any Selling Entity Parent or any of their respective Affiliates receives its Subsidiaries, on the one hand, or Seller Parent or any (i) of its Subsidiaries, on the other hand, shall receive any payments, monies, checks, notes, drafts, instruments, properties or other funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of due to the other Party pursuant to the terms of this Agreement or any of the other Transaction DocumentDocuments, then it shall, or shall cause its applicable Subsidiary to, hold such amounts in trust for the benefit of the other and promptly forward such payments, monies, checks, notes, drafts, instruments, properties or other funds to such other Party. (c) The Parties acknowledge and agree there is no right of set-off regarding any transfers or payments pursuant to this Section 5.15 and a Party may not withhold assets or funds required to be transferred or forwarded pursuant to this Section 5.15 in the event there is a dispute regarding any other issue under any of the Transaction Documents. (d) Prior to any such transfer of assets pursuant to Section 5.15(a), each Party receiving or possessing such asset shall hold such asset in trust for the benefit, insofar as reasonably practicable and legally permissible, of the Party to whom such asset should rightfully belong (and at such Party’s sole expense) pursuant to this Agreement. To the extent that any Excluded Assets subject to transfer pursuant to Section 5.15(a) after the Closing Date from Buyer Parent or any of its Subsidiaries to Seller Parent or its Subsidiaries were included in the Closing Transferred Assets (and counted towards Closing Working Capital), Seller Parent shall repay to Buyer Parent or any of its Subsidiaries (as applicable) the value of such Excluded Assets incorrectly included in the Closing Transferred Assets (using the same euro value of such Excluded Assets). To the extent that any Transferred Assets subject to transfer pursuant to this Section 5.15 after the Closing Date from Seller Parent to Buyer Parent (or any of its Subsidiaries) are of the same nature and comply with the definition of the Closing Transferred Assets (and therefore they should have been counted towards Closing Working Capital), the receiving Party Parties shall promptly use commercially reasonable efforts negotiate in good faith the euro value of such Transferred Assets and Buyer Parent or any of its Subsidiaries (as applicable) shall repay to Seller Parent (Aon behalf of the applicable Equity Selling Entity or Asset Selling Entity) notify and the value of such Transferred Assets incorrectly omitted from the Closing Transferred Assets. (Be) forward Solely for Intellectual Property assets or licenses of Intellectual Property that qualify for transfer under Section 5.15(a), until such funds time as Buyer Parent, Seller Parent or property toany of their respective Subsidiaries, as applicable, transfers such Intellectual Property asset or license of Intellectual Property pursuant to Section 5.15(a), such entity hereby grants to the other Party and its Subsidiaries a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sub-licensable and transferable right and license (andor sub-license, for as the case may be) to fully use, practice and otherwise exploit such asset or license, effective as of Closing. (f) For the avoidance of doubt, the Parties acknowledge and agree that there is no right transfer or assumption of offset with respect to such funds any assets or propertyliabilities, whether in connection with a dispute as applicable, under this Agreement or Section 5.15 shall be effected without additional consideration payable by any other Transaction Document or otherwise) or (ii) mailParty, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination except as specifically required otherwise by this Section 5.15. The obligations of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise)Section 5.15 shall survive until the latest date permitted by applicable Law.

Wrong Pockets. (a) During To the six (6) month period extent that it is determined following the Closing, if either the Buyer or any Selling Entity becomes aware Closing that any right, property title or asset forming part of the Purchased Assets has not been transferred interest to the Buyer or that any rightasset, property or asset forming part right is held by Purchaser or any of the Excluded Assets has its Affiliates that should have been transferred to the Buyer, such Party shall promptly notify the other Party and the Parties shall, as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause such a right, asset or property of Seller or asset (one of its Affiliates under the terms and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consentprinciples set forth in this Agreement, to then, (i) the Buyer, in the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From from and after the Closing, if either such asset, property or right shall be deemed to have been held in trust for the Buyer benefit of and on behalf of Seller and its Affiliates, and (ii) Purchaser shall, and shall cause its applicable Affiliate to, assign, convey or as promptly as practicable transfer any Selling Entity such asset, property or right to Seller or one of its Affiliates (as Seller may designate) without additional consideration or cost being paid or incurred by Seller, in each case, pursuant to an instrument of transfer reasonably satisfactory to Seller. (b) To the extent that it is determined following the Closing that any right, title or interest to any asset, property or right is held by Seller or any of their respective its Affiliates receives any that should have been a right, asset or property of Purchaser or one of its Affiliates under the terms and principles set forth in this Agreement, then (i) funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such funds or property to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From from and after the Closing, if either such asset, property or right shall be deemed to have been held in trust for the Buyer benefit of and on behalf of Purchaser and its Affiliates, and (ii) Seller shall, and shall cause its applicable Affiliate to, assign, convey or as promptly as practicable transfer any such asset, property or right to Purchaser or one of its Affiliates (as Purchaser may designate) without additional consideration or cost being paid or incurred by Purchaser, in each case, pursuant to an instrument of transfer reasonably satisfactory to Purchaser. (c) Except as otherwise provided in this Agreement or any Selling Entity Transaction Agreement, following the Closing, (i) if any payments due with respect to the Company Business that should have been sent to Purchaser or the Acquired Companies are paid to Seller or any of its Affiliates, Seller shall, or shall cause its applicable Affiliate to, promptly remit by wire or draft such payment to an account designated in writing by Purchaser (including promptly forwarding corresponding invoices or similar documentation to Purchaser or its designee) and (ii) if any payments due with respect to the Seller-Retained Business that should have been sent to Seller or any of its Affiliates are paid to Purchaser or the Company, any of their respective Subsidiaries or Affiliates, Purchaser shall, or shall cause its Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement to, promptly remit by wire or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of draft such payment and to an account designated in writing by Seller (ii) including promptly forwarding corresponding invoices or similar documentation to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement Seller or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwiseits designee).

Wrong Pockets. (a) During the six (6) month period following the ClosingIn addition to any misdirected payments referenced in Section 6.6 to which each Seller is entitled, if either the Buyer any asset or any Selling Entity becomes aware that any rightLiability, property or asset forming part of the Purchased Assets has not been transferred to the Buyer or that any right, property or asset forming part of the Excluded Assets has been transferred to the Buyer, such Party shall promptly notify the all other Party remittances and the Parties shall, as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause such right, property or asset (all mail and any related Liability) to be transferred at the expense of the Party other communications that is seeking the assets to be transferred to it and with any necessary prior consent, to an Excluded Asset or an Excluded Liability (i) the Buyer, in the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates receives any (i) funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or (ii) absent such agreement, as finally determined by the Bankruptcy Court pursuant to Section 12.2, and which comes into the possession, custody or control of Buyer (or its successors-in-interest, assigns or Affiliates) shall within ten (10) Business Days following receipt be transferred, assigned or conveyed by Buyer (and its respective successors-in-interest, assigns and Affiliates) to any other Transaction DocumentSeller at such Seller’s cost. Until such transfer, the receiving Party assignment and conveyance, Xxxxx, Buyer Guarantor, and their successors-in-interest, assigns and Affiliates, shall promptly use commercially reasonable efforts not have any right, title or interest in or obligation or responsibility with respect to (A) notify and (B) forward such funds asset or property to, the other Party (and, Liability except that Buyer shall hold such asset in trust for the benefit of any Seller. Buyer, Buyer Guarantor, and their successors-in-interest, assigns and Affiliates, shall have neither the right to offset amounts payable to such Seller under this Section 6.13(a) against, nor the right to contest its obligation to transfer, assign and convey to such Seller because of, outstanding claims, Liabilities or obligations asserted by Buyer against such Seller including but not limited to pursuant to the Purchase Price adjustment of Section 1.9. For avoidance of doubt, in the Parties acknowledge event any portion of the Government Program Settlement Amount is released and agree that there paid by any Government Program to Buyer (or its successors-in-interest, assigns or Affiliates), Buyer shall pay such portion of the Government Program Settlement Amount to any Seller in accordance with this Section 6.13(a). (b) In addition to any misdirected payments referenced in Section 6.7 to which Xxxxx is no right of offset with respect to such funds or propertyentitled, whether in connection with a dispute under this Agreement any asset or any Liability, all other Transaction Document remittances and all mail and other communications that is an Purchased Asset or otherwisean Assumed Liability (i) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. c) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to absent such agreement, as finally determined by the extent the paying Party is not obligated to make such payment Bankruptcy Court pursuant to Section 12.2, and which comes into the terms possession, custody or control of this Agreement any Seller (or its successors-in-interest, assigns or Affiliates) shall within ten (10) Business Days following receipt be transferred, assigned or conveyed by such Seller (and its successors-in-interest, assigns and Affiliates) to Buyer or Buyer’s designated Affiliate at Buyer’s cost. Until such transfer, assignment and conveyance, each Seller and its successors-in-interest, assigns and Affiliates shall not have any other Transaction Documentright, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset title or interest in or obligation or responsibility with respect to such amount, whether asset or Liability except that such Seller shall hold such asset in connection with a dispute trust for the benefit of Buyer. Any Seller or any Seller Party and their respective successors-in-interest and assigns shall have neither the right to offset amounts payable to Buyer under this Agreement Section 6.13(b) against, nor the right to contest its obligation to transfer, assign and convey to Buyer because of, outstanding claims, Liabilities or obligations asserted by any other Transaction Document or otherwise)Seller against Buyer including but not limited to pursuant to the Purchase Price adjustment of Section 1.9.