Common use of Additional Purchased Assets Clause in Contracts

Additional Purchased Assets. (a) If, prior to or at any time following the Closing, Seller or Seller Parent discovers that any rights or assets legally owned by Seller or Seller Parent or any of their respective Affiliates that are reasonably related to, or reasonably belong with, the Purchased Assets and, had Seller and Buyer known of the existence of such rights or assets at the time this Agreement was entered into, would have been included as a Purchased Asset, and arrangements for such rights or assets are not otherwise explicitly provided for in any of the Operative Documents between the relevant parties, Seller and Seller Parent shall, at the sole option of Buyer, transfer or license such rights or assets (together with any benefit or sum, net of Tax and other reasonable out-of-pocket expenses, received by Seller or any Seller Parent or any of their respective Affiliates after the Closing with respect to such rights or assets) to Buyer and Buyer shall take the transfer or license thereof, in each case for no further consideration being payable by any party; it being understood and agreed that all costs and expenses (including Taxes) to be incurred in transferring any such rights or assets shall be borne by Seller or Seller Parent. Prior to any such transfer, Seller, Seller Parent or any of their respective Affiliates receiving or possessing such rights or assets shall hold such rights or assets in trust for Buyer. (b) If, prior to or at any time following the Closing, ▇▇▇▇▇ discovers that any rights or assets transferred to Buyer or any of its respective Affiliates was not reasonably related to, or reasonably belong with, the Purchased Assets and should have been included as an Excluded Asset, Buyer shall, at the sole option of Seller or Seller Parent, transfer or license such rights or assets (together with any benefit or sum, net of Tax and other reasonable out-of-pocket expenses, received by Buyer or any of its respective Affiliates after the Closing with respect to such rights or assets) to Seller and Seller shall take the transfer or license thereof, in each case for no further consideration being payable by any party; it being understood and agreed that all costs and expenses (including Taxes) to be incurred in transferring any such rights or assets shall be borne by Buyer. Prior to any such transfer, Buyer or any of its respective Affiliates receiving or possessing such rights or assets shall hold such rights or assets in trust for Seller. (c) If, prior to or at any time during the twelve (12) month period following the Closing, upon ▇▇▇▇▇’s written request for certain Administrative Data related to the Business after the Closing and for no further consideration, Seller shall (i) subject to Applicable Law, provide a copy of any or all of the Administrative Data requested from Buyer and (ii) negotiate in good faith a data license agreement under which agreement Seller will grant to Buyer a perpetual, non-exclusive, irrevocable, worldwide license to such Administrative Data.