Common use of Misallocated Assets and Liabilities Clause in Contracts

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any of the Companies or their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by Sellers or any Excluded Subsidiary to the Companies or any of their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) following Closing for Sellers, (ii) the Companies shall, or shall cause the Companies’ Subsidiaries to, promptly transfer, assign and convey such rights, property, assets or Liability to Sellers (or any of their Affiliates as designated by Sellers) without any consideration therefor, and (iii) subject to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any Business Asset or Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, then (i) Sellers shall, and shall cause their applicable Subsidiaries if applicable, promptly transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Companies or any of their Subsidiaries as directed by the Companies without additional consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Companies or any of their Affiliates (including, after the Closing, the Transferred Subsidiaries) and Sellers or an Excluded Subsidiary, as applicable, shall retain such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been sent to either Seller or any of their Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Closing Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their Affiliates.

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.022.2, if, during a two (2) year period following Closing (or the Local Transfer Date, as applicable)Closing, any of Party discovers that the Companies Buyer or their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) any Buyer Designee owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by Sellers the Company or any Excluded Subsidiary other Seller to the Companies Buyer or any of their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) Buyer Designee were Excluded Assets or Excluded Liabilities as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Subsidiaries (including, after Buyer or the Closing, the Transferred Subsidiaries) Buyer Designee following Closing for Sellersthe Company, (ii) and the Companies Buyer shall, or and shall cause the Companies’ Subsidiaries Buyer Designee to, promptly transfer, assign and convey such rights, property, assets or Liability to Sellers the Company (or any of their its Affiliates as designated by Sellersthe Company) without any consideration therefortherefor but at the Company’s sole cost and expense, and (iii) subject and, for the avoidance of doubt, such rights, property, assets or Liabilities shall be considered to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such be Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets for all purposes under this Agreement and are (or would be) Excluded Liabilities hereunder)any applicable Transaction Agreement. Subject, in all instances, to Section 2.022.2, if, during a two (2) year period following Closing (or the Local Transfer Date, as applicable)Closing, any Business Party discovers that any Transferred Asset or Assumed Liability was not transferred to the Companies Buyer (or one of their Subsidiariesa Buyer Designee) as part of the consummation of the transactions contemplated by this Agreement, then (i) Sellers the Company shall, and shall cause their the applicable Subsidiaries Seller, if applicable, to promptly transfer, assign and convey such Business Transferred Asset or Assumed Liability, as applicable, to the Companies Buyer or any of their Subsidiaries the Buyer Designee as directed by the Companies Buyer without additional consideration therefortherefor but at the Company’s sole cost and expense, and (ii) subject to Section 9.04and, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result for the avoidance of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Datedoubt, as applicable) direct or indirect ownership, management or operation of any such Business Transferred Assets or Assumed Liabilities (only shall be considered to the extent that such Liabilities relate to the Business and are (be Transferred Assets or would be) Assumed Liabilities hereunder)for all purposes under this Agreement and any applicable Transaction Agreement. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Companies Buyer or any of their its Affiliates (including, after and the Closing, Company or one of the Transferred Subsidiaries) and Sellers or an Excluded SubsidiarySellers, as applicable, shall retain all such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers The Company shall, or shall cause their its applicable Affiliate Affiliates to, promptly pay or deliver to Purchaser (or its designated Affiliates) the Buyer any monies or checks that have been sent to either Seller or any of their Affiliates after received by the Closing Date by customers, suppliers or other contracting parties of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser Company or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after following the Closing Date to the extent that they are in respect of an Excluded Asset (or Excluded Liability hereunder or are for represent the account of Sellers any of their Affiliates.proceeds of) a

Misallocated Assets and Liabilities. 106 (a) Subject, Subject in all instances, instances to Section 2.022.3 of this Agreement, if, following Closing (or solely as applicable to the Local Transfer DateBrazil Business, as applicablefollowing the Deferred Brazil Closing), any Party discovers that the Company or any of the Companies or their its Subsidiaries (including, including after the Closing or the Local Transfer Date, as applicableClosing, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by Sellers or any Excluded Subsidiary to the Companies Trimble or any of their its Subsidiaries (including, including after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Company or any of its Subsidiaries (including, including after the Closing, the Transferred Subsidiaries) following Closing for SellersTrimble, (ii) and the Companies Company shall, or and shall cause the Companies’ Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to Sellers Trimble (or any of their its controlled Affiliates as designated by Sellers) Trimble), and Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities, without any consideration therefor, and (iii) subject to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any Business Asset or Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, then (i) Sellers shall, and shall cause their applicable Subsidiaries if applicable, promptly transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Companies or any of their Subsidiaries as directed by the Companies without additional consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Notwithstanding the foregoing and anything to the contrary in this Agreement, the The Parties understand intend and agree that the Excluded Assets and Excluded Liabilities are not intended to, and any transferred item shall not, be transferred deemed to the Companies or any of their Affiliates (including, after the Closing, the Transferred Subsidiaries) and Sellers or an Excluded Subsidiary, as applicable, shall retain such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been sent to either Seller or any legally and beneficially owned by its rightful owner as of their Affiliates after the Closing Date by customers(or, suppliers or other contracting parties solely as applicable to the Brazil Business, as of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Deferred Brazil Closing Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their AffiliatesDate).

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.02, if, If following Closing (or the Local Transfer Date, as applicable)Closing, any Party discovers that Purchaser or any of the Companies its Affiliates or their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) any Acquired Company owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by Sellers Seller or its Affiliates to Purchaser, any Affiliate of Purchaser, or any Excluded Subsidiary to the Companies or any of their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) Acquired Company were Excluded Assets or Excluded Liabilities as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Subsidiaries (includingPurchaser, after the Closing, the Transferred Subsidiaries) its applicable Affiliate or an Acquired Company following Closing for SellersSeller, (ii) the Companies and Purchaser shall, or and shall cause the Companies’ Subsidiaries its Affiliate or Acquired Company (as applicable) to, promptly transfer, assign and convey such rights, property, assets or Liability to Sellers Seller (or any of their its Affiliates as designated by SellersSeller) without any consideration therefor, and (iii) subject and, for the avoidance of doubt, such rights, property, assets or Liabilities shall be considered to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such be Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets for all purposes under this Agreement and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any Business Asset or Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) as part of the consummation of the transactions contemplated by this applicable Transaction Agreement, then (i) Sellers shall, and shall cause their applicable Subsidiaries if applicable, promptly transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Companies or any of their Subsidiaries as directed by the Companies without additional consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Companies or any of their Affiliates (including, after the Closing, the Transferred Subsidiaries) and Sellers or an Excluded Subsidiary, as applicable, shall retain such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been sent to either Seller or any of their Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies Acquired Companies), and Seller or its Affiliates, as applicable, shall retain all rights, properties, assets and Liabilities with respect to such Excluded Assets and Excluded Liabilities. (b) If following the Closing, any Party discovers that any right, property, asset or Liability that constituted a Transferred SubsidiariesAsset or Assumed Liability was not transferred to Purchaser (or its Affiliate or an Acquired Company) after as part of the consummation of the transactions contemplated by this Agreement, then any such right, property, asset or Liability shall be deemed to have been held in trust by Seller or its Affiliate following Closing for Purchaser, and Seller shall, and shall cause their Affiliates, if applicable, to promptly transfer, assign and convey such Transferred Asset or Assumed Liability, as applicable, to Purchaser, an Acquired Company or another Affiliate of Purchaser, as directed by Purchaser without additional consideration therefor, and, for the avoidance of doubt, such Transferred Assets or Assumed Liabilities shall be deemed Transferred Assets or Assumed Liabilities for all purposes under this Agreement and any applicable Transaction Agreement. (c) Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Purchaser any monies or checks received by Seller or any of its Affiliates following the Closing Date to the extent that they are in respect (or represent the proceeds of) a Transferred Asset or belong to the Acquired Companies. Purchaser shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Seller any monies or checks that have been received by Purchaser or any of its Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset Asset. Any such payment or Excluded Liability hereunder or are for delivery shall be by wire transfer of immediately available funds to the account of Sellers any of their Affiliatesaccounts designated by the applicable Party.

Misallocated Assets and Liabilities. (a) Subject, in all instances, Subject to Section 2.022.8, if, following at any time after the Closing Date, any rights, benefits, assets or Liabilities held by the Transferee or any of its Affiliates is ultimately determined to be an Excluded Asset or a Retained Liability, (i) the Transferee shall promptly return or transfer and convey (without further consideration) to Transferor or the Local Transfer Dateappropriate Affiliate of Transferor such Excluded Asset or Retained Liability, as applicable); (ii) Transferor and the Transferee shall, any and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the Companies transfer of such Excluded Asset or their Subsidiaries (including, after the Closing or the Local Transfer DateRetained Liability, as applicable, back to Transferor or its appropriate Affiliate, in each case such that each Party is put into the Transferred Subsidiariessame economic position as if such action had been taken on or prior to the Closing Date; and (iii) owns except as otherwise required by applicable Law, the Parties shall treat for all applicable Tax purposes such Excluded Asset or Retained Liability as not having been transferred to the Transferee at the Closing. (b) Subject to Section 2.8, if, at any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of time after the Closing Date, any rights, benefits, assets or that any right, property, asset Liabilities held by Transferor or its Affiliates is ultimately determined to be a Transferred Asset or an Assumed Liability that has been transferred by Sellers or any Excluded Subsidiary to the Companies or any of their Subsidiaries (including, after the Closingas applicable, the Transferred Subsidiaries) were Excluded Assets “Misallocated Asset or Excluded Liabilities as of the Closing DateLiability”), then (i) any the holder of such right, property, asset Misallocated Asset or Liability shall be deemed to have been held in trust by be a Transferring Entity and promptly execute the Companies and their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) following Closing for Sellers, Assignment Agreement; (ii) the Companies shall, Transferor shall promptly return or shall cause the Companies’ Subsidiaries to, promptly transfer, assign transfer and convey (without further consideration) to the Transferee or the appropriate Affiliate of Transferee such rights, property, assets Misallocated Asset or Liability to Sellers (or any of their Affiliates as designated by Sellers) without any consideration therefor, and Liability; (iii) subject to Section 9.04, Sellers shall indemnify Transferor and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any Business Asset or Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, then (i) Sellers Transferee shall, and shall cause their applicable Subsidiaries if applicableappropriate Affiliates to, promptly transfer, assign execute such documents or instruments of conveyance or assumption and convey take such Business further acts as are reasonably necessary or desirable to effect the transfer of such Misallocated Asset or Assumed Liability, as applicable, Liability to the Companies Transferee, in each case such that each Party is put into the same economic position as if such action had been taken on or any of their Subsidiaries as directed by prior to the Companies without additional consideration therefor, Closing Date; and (iiiv) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their except as otherwise required by applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Notwithstanding the foregoing and anything to the contrary in this AgreementLaw, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be treat for all applicable Tax purposes such Misallocated Asset or Liability as having been transferred to the Companies or any of their Affiliates (including, after Transferee at the Closing, the Transferred Subsidiaries) and Sellers or an Excluded Subsidiary, as applicable, shall retain such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been sent to either Seller or any of their Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Closing Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their Affiliates.

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.022.06 of this Agreement and the rights and obligations of the Parties therein, if, during the eighteen (18) months following Closing (or the Local Transfer Date, as applicable)Closing, any of the Companies or their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or Party discovers that any right, property, asset or Liability that has been transferred by Sellers or any Excluded Subsidiary Seller to the Companies Buyer in connection with the Closing pursuant to this Agreement as a Purchased Asset or any of their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) were Assumed Liability but was actually an Excluded Assets Asset or Excluded Liabilities Liability as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) Buyer following Closing for Sellersthe applicable Seller, (ii) the Companies shall, or and Buyer shall cause the Companies’ Subsidiaries to, promptly transfer, assign and convey such rights, property, assets or Liability to Sellers Parent (or any of their its Affiliates as designated by SellersParent) without any consideration therefor, and (iii) subject such rights, property, assets or Liabilities shall be deemed to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such be Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets for purposes of this Agreement and are (or would be) Excluded Liabilities hereunder)any applicable Transaction Document. Subject, in all instances, to Section 2.022.06 of this Agreement and the rights and the obligations of the Parties therein, if, during the eighteen (18) months following Closing (or the Local Transfer Date, as applicable)Closing, any Business Party discovers that any Purchased Asset or Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) Buyer as part of the consummation of the transactions contemplated by this AgreementContemplated Transactions, then (i) Sellers shallany such Purchased Asset or Assumed Liability shall be deemed to have been held in trust by the applicable Seller following Closing for Buyer, and the applicable Seller shall cause their applicable Subsidiaries if applicable, promptly transfer, assign and convey such Business Purchased Asset or Assumed Liability, as applicable, to the Companies Buyer or any of their Subsidiaries its Affiliates as directed by the Companies Buyer without additional consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Purchased Assets or Assumed Liabilities (only shall continue to the extent that such Liabilities relate be deemed to the Business and are (be Purchased Assets or would be) Assumed Liabilities hereunder)for purposes of this Agreement and any applicable Transaction Document. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Companies or any of their Affiliates (including, after Buyer and that the Closing, the Transferred Subsidiaries) and Sellers or an Excluded SubsidiarySellers, as applicable, shall retain all such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been sent to either Seller or any of their Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Closing Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their Affiliates.

Misallocated Assets and Liabilities. (a) Subject, in all instances, to Section 2.02, if, following Closing (or In the Local Transfer Date, as applicable), event that at any of the Companies or their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by Sellers or any Excluded Subsidiary time prior to the Companies or any of their Subsidiaries date that is three (including, after 3) years following the Closing, the Seller becomes aware (including by request of Buyer) that it possesses any Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) following Closing for Sellers, (ii) the Companies shall, or shall cause the Companies’ Subsidiaries to, promptly transfer, assign and convey such rights, property, assets or Liability to Sellers (or any of their Affiliates as designated by Sellers) without any consideration therefor, and (iii) subject to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.02, if, following Closing (or the Local Transfer Date, as applicable), any Business Asset or Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, then (i) Sellers shall, and shall cause their applicable Subsidiaries if applicable, promptly transfer, assign and convey such Business Asset or Assumed Liability, Seller shall cause the prompt transfer of such Transferred Asset to Buyer or assumption of such Assumed Liability by Buyer, and Buyer shall accept and assume such Transferred Asset or Assumed Liability (except as applicableotherwise contemplated by the Transaction Documents or as otherwise reflected or taken into account in the Final Purchase Price), in each case, without further consideration. Prior to the Companies any such transfer, upon becoming aware of possessing any such Transferred Asset, Seller shall hold such Transferred Asset in trust for Buyer and pay over to Buyer as promptly as practicable any amounts or benefits received by Seller or any of their its Subsidiaries as directed by with respect to such Transferred Asset following the Companies without additional consideration thereforClosing and, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Companies Buyer or any of their Affiliates (includingits Subsidiaries is provided with the amounts or benefits of such Transferred Asset, after the ClosingBuyer shall assume, the Transferred Subsidiaries) pay when due, and Sellers or an Excluded Subsidiary, as applicable, shall retain such rights, properties, assets perform any corresponding obligations and Liabilitiesliabilities. (b) Without limiting In the generality event that at any time prior to the date that is three (3) years following the Closing, Buyer becomes aware (including by request of Section 6.11(a): (iSeller) Sellers shallthat it possesses any Excluded Asset or Excluded Liability, or Buyer shall cause their applicable Affiliate tothe prompt transfer of such Excluded Asset to Seller or assumption of such Excluded Liability by Seller, and Seller shall accept and assume such Excluded Asset (including Cash and Cash Equivalents) or Excluded Liability (except as otherwise contemplated by the Transaction Documents or as otherwise reflected or taken into account in the Final Purchase Price), in each case, without further consideration. Prior to any such transfer, upon becoming aware of possessing any such Transferred Asset, Buyer shall hold such Excluded Asset in trust for Seller and pay over to Seller as promptly pay as practicable any amounts or deliver to Purchaser (benefits received by Buyer or its designated Affiliates) any monies or checks Subsidiaries with respect to such Excluded Asset following the Closing and, to the extent that have been sent to either Seller or any of their Affiliates after its Subsidiaries is provided with the Closing Date by customersamounts or benefits of such Excluded Asset, suppliers or other contracting parties of the BusinessSeller shall assume, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaserpay when due, and perform any of its Affiliates, the Companies or any Transferred Subsidiary; corresponding obligations and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Closing Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their Affiliatesliabilities.

Misallocated Assets and Liabilities. (a) SubjectPrior to the Closing, in all instances, to Section 2.02, ifthe Cobia Contributor Group shall not transfer out of the Cobia Acetow Group any Cobia Business Retained Assets. If, following Closing (or the Local Transfer Date, as applicable)Closing, any of Party discovers that the Companies or their Subsidiaries (including, after the Closing or the Local Transfer Date, as applicable, the Transferred Subsidiaries) Company Group owns any right, property, asset or Liability that constituted Cobia Excluded Assets or Cobia Excluded Liabilities as of the Closing Date, or that any right, property, asset or Liability that has been transferred by Sellers or any Excluded Subsidiary the Cobia Contributor Group to the Companies or any of their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) Company Group were Cobia Excluded Assets or Cobia Excluded Liabilities as of the Closing Date, then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Subsidiaries (including, after the Closing, the Transferred Subsidiaries) Company Group following Closing for Sellersthe applicable member of the Cobia Contributor Group, (ii) and the Companies shall, or Company Group shall cause the Companies’ Subsidiaries to, promptly transfer, assign and convey such rights, property, assets or Liability to Sellers Cobia (or any of their its Affiliates as designated by SellersCobia) without any consideration therefor, and (iii) subject to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.02, ifIf, following Closing (or the Local Transfer Date, as applicable)Closing, any Business Party discovers that any Cobia Transferred Asset or Cobia Assumed Liability was not transferred to the Companies (or one of their Subsidiaries) Company Group as part of the consummation of the transactions contemplated by this Agreement, then (i) Sellers shallany such right, property, asset or Liability shall be deemed to have been held in trust by the Cobia Contributor Group following Closing for the applicable member of the Company, and the Cobia Contributor Group shall cause their applicable Subsidiaries if applicable, promptly transfer, assign and convey such Business Cobia Transferred Asset or Cobia Assumed Liability, as applicable, to the Companies (or any of their respective Subsidiaries as designated by the Companies) without additional consideration therefor. If, following Closing, any Party discovers that any Cobia Business Retained Asset was transferred out of the Cobia Acetow Group prior to the consummation of the transactions contemplated by this Agreement such that the Company Group does not own such Cobia Business Retained Asset, then any such Cobia Business Retained Asset shall be deemed to have been held in trust by the Cobia Contributor Group following Closing for the applicable member of the Company, and the Cobia Contributor Group shall promptly transfer, assign and convey such Cobia Business Retained Assets to the Companies or any of their respective Subsidiaries as directed by the Companies without additional consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Notwithstanding the foregoing and anything to the contrary in this Agreement, the Parties understand and agree that the Excluded Assets and Excluded Liabilities are not intended to, and shall not, be transferred to the Companies or any of their Affiliates (including, after the Closing, the Transferred Subsidiaries) and Sellers or an Excluded Subsidiary, as applicable, shall retain such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been sent to either Seller or any of their Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Closing Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their Affiliates.

Misallocated Assets and Liabilities. (a) Subject, Subject in all instances, instances to Section 2.022.3 of this Agreement, if, following Closing (or solely as applicable to the Local Transfer DateBrazil Business, as applicablefollowing the Deferred Brazil Closing), any Party discovers that the Company or any of the Companies or their its Subsidiaries (including, including after the Closing or the Local Transfer Date, as applicableClosing, the Transferred Subsidiaries) owns any right, property, asset or Liability that constituted Excluded Assets or Excluded Liabilities as of the Closing Date (or, solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), or that any right, property, asset or Liability that has been transferred by Sellers or any Excluded Subsidiary to the Companies Trimble or any of their its Subsidiaries (including, including after the Closing, the Transferred Subsidiaries) were Excluded Assets or Excluded Liabilities as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then (i) any such right, property, asset or Liability shall be deemed to have been held in trust by the Companies and their Company or any of its Subsidiaries (including, including after the Closing, the Transferred Subsidiaries) following Closing for SellersTrimble, (ii) and the Companies Company shall, or and shall cause the Companies’ Company’s other Subsidiaries to, use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such rights, property, assets or Liability to Sellers Trimble (or any of their its controlled Affiliates as designated by Sellers) Trimble), and Trimble or its designated controlled Affiliate shall accept and assume such rights, property, assets or Liabilities, without any consideration therefor. The Parties intend and agree that any transferred item shall be deemed to have been legally and beneficially owned by its rightful owner as of the Closing Date (or, and (iii) subject solely as applicable to Section 9.04, Sellers shall indemnify and hold Purchaser and its applicable Affiliates harmless from and against all Covered Losses incurred as a result of Purchaser’s or any of its Affiliate’s post-Closing (or post-Local Transfer Datethe Brazil Business, as applicableof the Deferred Brazil Closing Date). (b) direct or indirect ownership, management or operation of any such Excluded Assets or Excluded Liabilities (only to the extent that such Liabilities relate to Excluded Assets and are (or would be) Excluded Liabilities hereunder). Subject, in all instances, to Section 2.022.3 of this Agreement, if, following Closing (or solely as applicable to the Local Transfer DateBrazil Business, as applicablefollowing the Deferred Brazil Closing), any Party discovers that any Business Asset or Assumed Liability was not transferred to the Companies Company (or one of their its Subsidiaries) as part of the consummation of the transactions contemplated by this Agreement, or Trimble or any of its Subsidiaries owns any right, property, asset or Liability that constituted Business Assets or Liabilities of the Business as of the Closing Date (or solely as applicable to the Brazil Business, as of the Deferred Brazil Closing Date), then (i) Sellers any such right, property, asset or Liability shall be deemed to have been held, following the Closing or the Deferred Brazil Closing, as applicable, in trust by Trimble or its controlled Affiliates for the Company and its Subsidiaries, Trimble shall, and shall cause their the applicable Subsidiaries Subsidiary if applicable, to use reasonable best efforts to, as promptly as practicable, transfer, assign and convey such Business Asset or Assumed Liability, as applicable, to the Companies Company or any of their its Subsidiaries as directed by the Companies Company without additional any consideration therefor, and (ii) subject to Section 9.04, Purchaser shall indemnify and hold Sellers and their applicable Affiliates harmless from and against all Covered Losses incurred as a result of Sellers’ or any of their respective Affiliate’s post-Closing (or post-Local Transfer Date, as applicable) direct or indirect ownership, management or operation of any such Business Assets or Assumed Liabilities (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Notwithstanding the foregoing and anything to the contrary in this Agreement, the The Parties understand intend and agree that the Excluded Assets and Excluded Liabilities are not intended to, and any transferred item shall not, be transferred deemed to the Companies or any of their Affiliates (including, after the Closing, the Transferred Subsidiaries) and Sellers or an Excluded Subsidiary, as applicable, shall retain such rights, properties, assets and Liabilities. (b) Without limiting the generality of Section 6.11(a): (i) Sellers shall, or shall cause their applicable Affiliate to, promptly pay or deliver to Purchaser (or its designated Affiliates) any monies or checks that have been sent to either Seller or any legally and beneficially owned by its rightful owner as of their Affiliates after the Closing Date by customers(or, suppliers or other contracting parties solely as applicable to the Brazil Business, as of the Business, the Companies or the Transferred Subsidiaries to the extent that they are in respect of a Business Asset or Assumed Liability hereunder or are for the account of Purchaser, any of its Affiliates, the Companies or any Transferred Subsidiary; and (ii) Purchaser shall, or shall cause its applicable Affiliate to, promptly pay or deliver to Sellers (or their designated Affiliates) any monies or checks that have been sent to Purchaser or any of its Affiliates (including the Companies and the Transferred Subsidiaries) after the Deferred Brazil Closing Date to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder or are for the account of Sellers any of their AffiliatesDate).