Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any time after Transferred Asset remained with (or comes into the Closing Date possession or the Deferred Closing Date, as applicable, Seller receipt of) FCB or any Selling Subsidiary of its Subsidiaries (other than a Miraclon Entity any Group Company), FCB shall or a shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Subsidiary) holds any Purchased Asset as soon as possible to TopCo or Assumed Liability, Seller shall (i) promptly notify Purchaser, its designated Subsidiary and (ii) transferany Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause each to be transferred), for no additional consideration, such Selling Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, shall accept any such Purchased Asset or Assumed Excluded Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after Upon the Closing Date or terms and conditions set forth in this Agreement, if, following the Deferred Closing DateClosing, as applicable, Purchaser or any Purchaser Affiliate holds (i) any Excluded Asset has transferred to (or Retained Liabilitycomes into the possession or receipt of) any Group Company, then Purchaser TopCo shall (i) promptly notify Selleror shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) as promptly as reasonably practicableany Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, at no cost, transfer, FCB shall or shall cause its applicable Subsidiary to transfer (or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiarybe transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any transfer of a Purchased Assetmonies, Assumed Liabilitydeposits, Excluded Asset, checks or Retained Liability is made pursuant to Section 2.5(a) other receivables that are received by FCB or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, its Subsidiaries to the extent permitted by applicable Lawsthey are (or represent the proceeds of) the Business. The Parties Following the Closing, TopCo shall use commercially reasonable efforts and shall cause its Subsidiaries to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view promptly pay or deliver to ensuring FCB or its designated Subsidiary any monies, deposits, checks or other receivables that from an economic standpoint are received TopCo or its Subsidiaries to the relevant transfer is neutral for extent they are (or represent the Partiesproceeds of) the Retained Business.

Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicableClosing, Seller or any Selling Subsidiary of its Affiliates (determined after giving effect to the Closing) (i) receives, any payment, remittance or other than a Miraclon Entity amount in respect of the Business or a (ii) is in possession of an asset or liability exclusively related to or exclusively used by the Business or the Transferred Subsidiary) holds Liabilities (including any Purchased Asset or Assumed Liabilitylitigation claim), then, in each case, Seller shall (i) promptly notify Purchaser, Purchaser of its receipt or possession of such asset or liability and (ii) transfer, or cause each such Selling Subsidiary its applicable Affiliate to transfer, such funds or assets or liabilities to Purchaser (or its designee) as soon as reasonably practicable upon identification thereof, for no additional consideration and at no costadditional cost to Purchaser; it being acknowledged and agreed that Purchaser shall have already paid full consideration for any such funds or assets by payment of the Closing Cash Proceeds. Prior to any such transfer, as promptly Seller shall, or shall cause its applicable Affiliate to, preserve the value of and hold in trust for the use and benefit of Purchaser (or its designee) such funds or assets and provide to Purchaser (or its designee) all of the benefits arising from such funds or assets or burdens arising from such liability and otherwise cause such funds or assets or liabilities to be used as reasonably practicable, to Purchaser, or an Affiliate designated instructed by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicableClosing, Purchaser or any of its Affiliates (determined after giving effect to the Closing, including for the avoidance of doubt, the Company) has retained or received or otherwise comes to possess any asset or liability (including any litigation claim) that is allocated to Seller or any of its respective Affiliates (determined after giving effect to the Closing) pursuant to this Agreement or any Ancillary Agreement (except in the case of any acquisition of assets from Seller or any of its Affiliates for value in the ordinary course of business subsequent to the Closing Date), such Purchaser or such Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) will promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accounttransferred, such asset or liability to the Person so entitled thereto or responsible therefor at no additional cost to Seller or its Affiliates. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure Until such transfer is effected, Seller, Purchaser or any of their respective Affiliates, as applicable, shall (or shall cause their respective Affiliates to) preserve the value of, and hold in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral trust for the Partiesuse and benefit of Purchaser, Seller or any of their respective Affiliates, as applicable, such right, property or asset, and provide to Purchaser, Seller or any of their respective Affiliates, as applicable, all of the benefits arising from such right, property or asset and otherwise cause such right, property or asset to be used as reasonably instructed by Purchaser, Seller or their applicable Affiliate.

Wrong Pockets. (a) If at any time after To the extent that, during the period starting on the Closing Date or and ending on the Deferred date that is three (3) years following the Closing Date, as applicableBuyer, Parent or Seller discovers that any properties, assets or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall rights: (i) not intended to be directly or indirectly transferred to Buyer or an Acquired Company pursuant to the transactions contemplated hereby were transferred (or held by the Acquired Companies) at the Closing (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (at Seller’s cost and expense) (A) promptly notify Purchaserassign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (B) pending such transfer, (1) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (2) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; or (ii) intended to be directly or indirectly transferred to Buyer or an Acquired Company pursuant to the transactions contemplated hereby were not transferred (or held by the Acquired Companies) at the Closing (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (at Seller’s cost and expense) (A) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (B) pending such transfer, (1) hold in trust such Omitted Asset and provide to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate its designated by Purchaser, any such Purchased Asset or Assumed Liabilityassignee all of the benefits associated with the ownership of the Omitted Asset, and until (2) cause such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Omitted Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountused or retained as may be reasonably instructed by Buyer. (b) If at any time after If, following the Closing Date or the Deferred Closing DateClosing, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify SellerBuyer or any Affiliate of Buyer receives any payment that is for the account of Seller or any of its Subsidiaries with respect to the Retained Business or otherwise according to the terms of this Agreement, Buyer shall (or shall cause to be remitted) promptly, and in any event no later than seven (ii7) as promptly as reasonably practicablebusiness days after the receipt thereof, at no cost, transfer, remit such funds to Seller or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary an entity designated by Seller (other than a Miraclon Entity and such payment shall be held for the benefit of Seller until such payment is remitted to Seller or a Transferred Subsidiaryan entity designated by Seller), or (ii) Seller or any such Excluded Asset of its Subsidiaries receives any payment that is for the account of Buyer or Retained Liabilityany Affiliate of Buyer with respect to the Business or otherwise according to the terms of this Agreement, Seller shall (or shall cause to be remitted) promptly, and in any event no later than seven (7) business days after the receipt thereof, remit such funds to Buyer or an entity designated by Buyer (and such payment shall be held for the benefit of Buyer until such time, Purchaser payment is remitted to Buyer or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountan entity designated by Buyer). (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at any time after the Closing Date either Regeneron or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall Sanofi becomes aware that (i) promptly notify Purchaserany of the Transferred U.S. Assets has not been transferred to Regeneron or (ii) any right, record or other asset owned by Sanofi or any of its Affiliates, including any contract, Trademark, Approval, Domain Name, physical inventory, or Regulatory Filing (for clarity, other than any Patents, Know-How or Copyrights) that (A) exclusively relates to the Existing Praluent Product in the Regeneron Territory, (B) is not contained in the Transferred U.S. Assets and (C) is not otherwise transferred hereunder or under any Ancillary Agreements, in each case ((i) and (ii)) transfer, or cause each such Selling Subsidiary to transfer, at no costit shall promptly notify the other Party in writing and the Parties shall, as promptly soon as reasonably practicable, take all actions reasonably necessary to Purchaserensure that such right, asset or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, record is assigned and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and accounttransferred, with all gainsany reasonably necessary prior Third Party consent or approval, incometo Regeneron. Without limiting the foregoing, Lossesif either Regeneron or Sanofi becomes aware that any right, Liabilities and Taxes record or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date asset owned or the Deferred Closing Date, as applicable, Purchaser Controlled by Sanofi or any Purchaser Affiliate holds any Excluded Asset of its Affiliates that relates (but does not exclusively relate) to the Existing Praluent Product in the Regeneron Territory and has not otherwise been transferred or Retained Liabilitymade available to Regeneron, then Purchaser it shall (i) promptly notify Sellerthe other Party in writing and the Parties shall take all actions reasonably necessary to provide Regeneron with the benefit of such right, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes record or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, asset to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral necessary for the PartiesU.S. Praluent Product Business and Sanofi shall provide Regeneron a copy of such record, which may be redacted as necessary to remove information that does not relate to the Existing Praluent Product in the Regeneron Territory. Notwithstanding anything to the contrary in this Agreement, this Section 2.6(d) sets forth Regeneron’s sole and exclusive remedy for Sanofi’s inadvertent failure to identify or transfer any Transferred U.S. Asset to Regeneron under this Section 2.6.

Wrong Pockets. 21.1 Save as otherwise provided in this Agreement, the Parties shall procure that to the extent that any asset (atangible or intangible), obligation or liability which was not agreed to be transferred to a Party (a "Transferee") If pursuant to this Agreement is, however, acquired by a Transferee under this Agreement (directly or indirectly) at any time after the Closing First Carve-out Completion Date or the Deferred Closing DateSecond Carve-out Completion Date (or otherwise), as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary the Transferee covenants to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, procure that any such Purchased Asset asset, obligation or Assumed Liabilityliability is promptly transferred back to the Party which transferred such asset, and until obligation or liability to the Transferee (a "Transferor") (or to such time, Seller or Affiliate of Transferor as Transferor may nominate in writing to the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability Transferee) for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transferand, to the extent permitted by applicable Lawspermitted, is held in trust for the Transferor pending such transfer. The Parties shall use commercially reasonable efforts procure that the Transferee shall do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to structure Transferor to effect such transfer transfer. 21.2 Save as otherwise provided in an equitable manner this Agreement, to the extent that any asset (tangible or intangible), obligation or liability owned by a Transferor which is exclusively related to the Brand Operations Assets or was otherwise agreed to be transferred to the Brand Operations Entities pursuant to this Agreement, but was not, for both Seller and Purchaser including from legal and Tax perspectives with a view whatever reason, acquired by the Brand Operations Entities under this Agreement (directly or indirectly) at the First Carve-out Completion Date or the Second Carve-out Completion Date (or otherwise), the Parties shall procure that any such asset, obligation or liability is promptly transferred to ensuring that from an economic standpoint the relevant transfer Brand Operations Entities (or to such other member of the Brand Operations Entities group as the Brand Operations Entities may nominate in writing to Transferor) for no consideration and, to the extent permitted, is neutral held in trust for the PartiesBrand Operations Entities pending such transfer. The Parties shall do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the Parties to effect such transfer.

Wrong Pockets. (a) If From and after the Closing, if any Seller or any of their respective Affiliates receives or collects any funds relating to any Purchased Asset, including for the avoidance of doubt any Included Annual Contract Accounts pursuant to Section 2.1(a)(x), or any Post-Closing Accounts Receivable, such Seller or such Affiliate shall remit such funds to Buyer within five (5) Business Days after its receipt thereof. (b) From and after the Closing, if Buyer or any of its Affiliates receives or collects any funds that are not a Purchased Asset or any Pre-Closing Accounts Receivable and are otherwise due to Sellers or any of their Affiliates, Buyer or such Affiliate shall remit such funds to Rubicon Tech Holdings within five (5) Business Days after its receipt thereof. (c) If, at any time within twelve (12) months after the Closing, any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to a Excluded Liability, then, at Sellers’ expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller or the appropriate Affiliate of Sellers such Excluded Asset or Excluded Liability; (ii) the appropriate Seller or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Sellers and Buyer shall, 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 transfer of such Excluded Asset or Excluded Liability back to the appropriate Seller or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (d) If, at any time after the Closing Date Closing, any asset held by a Seller or the Deferred Closing Date, as applicable, its Affiliates is ultimately determined to be a Purchased Asset or a Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or of its Affiliates is found to be subject to an Assumed Liability, Seller shall then, at Buyer’s expense, (i) promptly notify Purchaser, such Seller shall return or transfer and convey (iiwithout further consideration) transfer, to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an the appropriate Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Sellers and Buyer shall, and until shall cause their appropriate Affiliates to, execute such time, Seller documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the relevant Selling Subsidiary shall hold transfer of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate back to Buyer or its appropriate Affiliate, in each case such Purchased Asset that each Party is put into the same economic position as if such action had been taken on or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated prior to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at If, for any time reason after the Closing Date Closing, Buyer is found to be in possession of any Excluded Asset or the Deferred Closing Datesubject to an Excluded Liability, (i) Buyer shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume, pay or perform (without further consideration) any Selling Subsidiary liabilities or obligations associated with such Excluded Assets or Excluded Liabilities; and (other than a Miraclon Entity iii) Buyer and Seller shall execute such documents or a Transferred Subsidiaryinstruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) holds If, after the Closing, Buyer or Seller becomes aware that any Purchased Asset or Assumed LiabilityLiability has not been transferred or delivered to, Seller shall or assumed by, Buyer or its Affiliates, (i) Seller shall promptly notify Purchaser, take such steps as may be required to transfer and (ii) transferdeliver, or cause each such Selling Subsidiary to transferbe transferred and delivered, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit to Buyer, at no additional charge to Buyer, (ii) Buyer shall accept such Purchased Asset or assume such Assumed Liability, as the case may be, and account (iii) Seller and manage Buyer shall execute such documents or instruments of conveyance or assumption and operate take such further acts which are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account.Buyer. DM3\7875356.18 (c) If In the event that, on or after the Closing Date, either party shall receive any transfer payments or other funds due to the other party or any of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made its Affiliates pursuant to Section 2.5(a) the terms of this Agreement or Section 2.5(b)any of the other Transaction Documents, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that, notwithstanding anything contained in this Agreement or any of the other Transaction Documents, there is no consideration right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under this Agreement or any of the other Transaction Documents. If, after the Closing Date, either party hereto shall be provided receive any invoice from a third party with respect to any Person in respect to accounts payable of the other party, then the party receiving such transfer, invoice shall promptly deliver such invoice to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Partiesproper party.

Wrong Pockets. (a) If at If, following Closing, Buyer or any time after of the Closing Date Transferred Subsidiaries (i) except to the extent reflected or otherwise taken into account in the Deferred Closing DateFinal Purchase Price, receives a payment with respect to an Excluded Asset, including any refund or other amount which is related to claims, litigation, insurance or other matters for which Sellers are responsible hereunder, and which amount is not a Transferred Asset or an asset of any of the Transferred Subsidiaries, or is otherwise properly due and owing to Sellers or one of their Subsidiaries in accordance with the terms of this Agreement or (ii) becomes aware that it owns any Excluded Asset or is subject to any Retained Liability, Buyer shall or shall cause the applicable Transferred Subsidiary to promptly inform Sellers of that fact in writing. Thereafter, Buyer shall (and Sellers shall reasonably cooperate with Buyer), as applicable, Seller (A) reimburse and/or cause the applicable Transferred Subsidiary to reimburse Sellers or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall their relevant Controlled Affiliates the amount referred to in clause (i) promptly notify Purchaser, and above or (iiB) transfer, or execute and/or cause each such Selling the applicable Transferred Subsidiary to transfer, at no cost, execute such documents as promptly as may be reasonably practicable, necessary to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or procure the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), transfer of any such Excluded Asset or Retained Liability, and until such time, Purchaser Liability to Sellers or relevant Purchaser a Controlled Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountof Sellers nominated by Sellers. (cb) If If, following Closing, Sellers or any transfer Controlled Affiliate of Sellers (other than the Transferred Subsidiaries) (i) receives a Purchased payment with respect to a Transferred Asset, Assumed Liabilityincluding any refund or other amount which is related to claims, litigation, insurance or other matters for which B▇▇▇▇ is responsible hereunder, and which amount is not an Excluded Asset, or Retained Liability is made pursuant otherwise properly due and owing to Section 2.5(aBuyer or one of its Controlled Affiliates (including the Transferred Subsidiaries) in accordance with the terms of this Agreement or Section 2.5(b(ii) becomes aware that it owns any Transferred Asset or is subject to any Assumed Liability, Sellers shall, or shall cause such Controlled Affiliate of Sellers to, promptly inform Buyer of that fact in writing. Thereafter, Sellers shall (and Buyer shall reasonably cooperate with Sellers), no consideration shall as applicable, (A) reimburse and/or cause its relevant Controlled Affiliate to reimburse the applicable Transferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable) the amount referred to in clause (i) above or (B) execute and/or cause the relevant Controlled Affiliate of Sellers to execute such documents as may be provided reasonably necessary to procure the transfer of any Person in respect to such transfer, Transferred Asset or Assumed Liability to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the PartiesTransferred Subsidiary (or Buyer or its Controlled Affiliate, as applicable).

Wrong Pockets. (a) If at If, following the Closing, NewCo, Parent, Purchaser or their respective Affiliates identify any time after assets or liabilities owned by any of Parent or its Affiliates that as of the Closing Date should have been a Transferred Asset or the Deferred Closing Date, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Assumed Liability but was not transferred by such Parent Entity to NewCo or a Transferred Subsidiary) holds any Purchased Asset Subsidiary at or Assumed Liabilityprior to the Closing (including as part of the Pre-Closing Reorganization), Seller shall then (i) in the case of a Transferred Asset, Parent agrees to promptly notify PurchaserTransfer or cause to be Transferred such Transferred Asset to NewCo or such Subsidiary of NewCo as NewCo may designate, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or in the case of an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, NewCo agrees to promptly assume or cause one of its Subsidiaries to assume such Assumed Liability, in each case, for no additional consideration, and in the case of any Transferred Asset the Transfer of which by Parent or its Affiliates to NewCo or a Transferred Subsidiary requires a Required Consent, Parent and NewCo shall use their respective commercially reasonable efforts to make or obtain such Required Consent, the Transfer of such asset shall not be completed until the required notices or approvals have been made or obtained, and, if requested by NewCo, Parent and NewCo will implement a Delayed Transferred Asset Arrangement with respect to such time, Seller or the relevant Selling Subsidiary shall hold asset pending receipt of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountRequired Consent. (b) If at any time after If, following the Closing Date Closing, Parent, NewCo or the Deferred Closing Date, as applicable, Purchaser identifies an asset or a liability held by NewCo or any Purchaser Affiliate holds any of its Subsidiaries that it believes in good faith should have been an Excluded Asset or Retained Excluded Liability, as the case may be, then Purchaser shall (i) in the case of an Excluded Asset, NewCo agrees to promptly notify SellerTransfer or cause to be Transferred such Excluded Asset to Parent, and (ii) as in the case of an Excluded Liability, Parent agrees to promptly as reasonably practicable, at no cost, transfer, assume or cause the relevant Purchaser Affiliate one of its Subsidiaries to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any assume such Excluded Asset or Retained Liability, and until such timein each case, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountno additional consideration. (c) If any transfer Any asset or liability that constitutes a Transferred Asset or Transferred Liability for purposes of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a1.8(a) or Section 2.5(b), no consideration shall be provided treated as having been Transferred to NewCo (or any Person in respect to such transferapplicable Transferred Subsidiary or Transferred Joint Venture) for U.S. federal (and applicable state or local) Income Tax purposes before the Closing Date, to the maximum extent permitted allowable by applicable LawsLaw. The Parties Any asset or liability that constitutes an Excluded Asset or Excluded Liability for purposes of Section 1.8(b) shall use commercially reasonable efforts be treated as having never been Transferred to structure such transfer in an equitable manner NewCo, the applicable Transferred Subsidiary or Transferred Joint Venture for both Seller U.S. federal (and Purchaser including from legal and applicable state or local) Income Tax perspectives with a view purposes, to ensuring that from an economic standpoint the relevant transfer is neutral for the Partiesmaximum extent allowable by applicable Law.

Wrong Pockets. (a) If at any time In the event that, after the Closing Date or the Deferred Closing Date, as applicableClosing, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds of its Affiliates receives any payment related to any Purchased Asset Asset, Seller shall use (and shall cause its Affiliates to use) commercially reasonable efforts to remit any such payment by Wire Transfer within five Business Days (or cause to be so remitted within five Business Days) such funds to Buyer, but in any event such funds shall be remitted to Buyer as soon as possible thereafter. (b) In the event that, after the Closing, Buyer or any its Affiliates receives any payment related to any Excluded Assets, Buyer shall use (and shall cause its Affiliates to use) commercially reasonable efforts to remit any such payment by Wire Transfer within five Business Days (or cause to be so remitted within five Business Days) such funds to Seller, but in any event such funds shall be remitted to Seller as soon as possible thereafter. (c) In the event that, after the Closing, Seller or any of its Affiliates pays or discharges an Assumed Liability, Buyer shall (and shall cause its Affiliates to) reimburse Seller or such Affiliate for any amount so paid or discharged promptly (and in any event within five Business Days) following the request from Seller or such Affiliate, accompanied by reasonable documentation for payment. (d) In the event that, after the Closing, Buyer or any of its Affiliates pays or discharges a Retained Liability, Seller shall (iand shall cause its Affiliates to) reimburse Buyer or such Affiliate for any amount so paid or discharged promptly notify Purchaser(and in any event within five Business Days) following the request from Buyer or such Affiliate, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated accompanied by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability reasonable documentation for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountpayment. (be) If at Subject to Section 5.7, in the event that record or beneficial ownership or possession of any time property, right, Contract or other asset constituting a Purchased Asset is held by Seller or its Affiliates on or after the Closing Date or the Deferred Closing Date, as applicableat Buyer’s request, Purchaser or Seller shall, subject to applicable Law and the terms of any Purchaser Affiliate holds any Excluded Asset or Retained Liabilityrelevant Contract, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure transfer (or cause to be transferred) to Buyer or a designated Affiliate thereof such property, right, Contract or asset for no or nominal value; provided that pending such transfer, subject to applicable Law and the terms of any relevant Contract, Seller shall, or shall cause its Affiliates to, (i) operate or retain such property, right Contract or asset as may reasonably be instructed by Buyer and (ii) provide Buyer all of the rights and benefits and obligations and burdens associated with the ownership and operation thereof. (f) In the event that record or beneficial ownership or possession of any property, right, Contract or other asset constituting an Excluded Asset is held by Buyer or its Affiliates on or after the Closing Date, at Seller’s request, and subject to applicable Law and the terms of any relevant Contract, Buyer shall use (and shall cause its Affiliates to use) commercially reasonable efforts to transfer in an equitable manner (or cause to be transferred) to Seller or a designated Affiliate thereof such property, right, Contract or asset for both no or nominal value; provided that pending such transfer, subject to applicable Law and the terms of any relevant Contract, Buyer shall, or shall cause its Affiliates to, (i) operate or retain such property, right Contract or asset as may reasonably be instructed by Seller and Purchaser including from legal (ii) provide Seller all of the rights and Tax perspectives benefits and obligations and burdens associated with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Partiesownership and operation thereof.

Wrong Pockets. (a) If at any time after the Closing Date or the Deferred Closing Date, as applicable, any Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) Party holds any Purchased In-Scope Asset or Assumed In-Scope Liability, Seller shall (i) promptly notify PurchaserBuyer Parent, and (ii) transfer, or cause each such Selling Subsidiary Seller Party to transfer, at no cost, as promptly as reasonably practicable, to PurchaserBuyer Parent, or an Affiliate designated by PurchaserBuyer Parent, any such Purchased In-Scope Asset or Assumed In-Scope Liability, and until such time, Seller Parent or the relevant Selling Subsidiary Seller Party shall hold such Purchased In-Scope Asset or Assumed In-Scope Liability for PurchaserBuyer Parent’s benefit and account and manage and operate such Purchased In-Scope Asset or Assumed In-Scope Liability for PurchaserBuyer Parent’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for PurchaserBuyer Parent’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser any Buyer Party or any Purchaser Affiliate Target Company holds any Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability, then Purchaser Buyer Parent shall (i) promptly notify SellerSeller Parent, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate Buyer Party or Target Company to transfer, to any Selling Subsidiary Seller Party designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary)Seller, any such Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability, and until such time, Purchaser Buyer Parent or the relevant Purchaser Affiliate Buyer Party or Target Company shall hold such Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability for SellerSeller Parent’s benefit and account and manage and operate such Excluded Out-of-Scope Asset or Retained Out-of-Scope Liability for SellerSeller Parent’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for SellerSeller Parent’s account. (c) If any transfer of a Purchased an In-Scope Asset, Assumed In-Scope Liability, Excluded Out-of-Scope Asset, or Retained Out-of-Scope Liability is made pursuant to Section 2.5(a11.4(a) or Section 2.5(b11.4(b), no additional consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller Parent and Purchaser Buyer Parent including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the PartiesParties as compared to if such transfer had occurred on the Closing Date.

Wrong Pockets. (a) If From and after the Closing, if any Seller Company or any of their respective Affiliates receives or collects any funds relating to any Purchased Asset or due to any Acquired Company, such Seller Company or such Affiliate shall remit such funds to Buyer after its receipt thereof within five (5) Business Days. (b) From and after the Closing, if Buyer or any of its Affiliates receives or collects any funds that are not a Purchased Asset or are not due to an Acquired Company and are otherwise due to the Seller Companies or any of their Affiliates, Buyer or such Affiliate shall remit such funds to Seller Company within twenty (20) Business Days after its receipt thereof. (c) If, at any time after the Closing Date Closing, any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to an Excluded Liability, then, at Parent’s expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller Company or the Deferred appropriate Affiliate of the Seller Companies such Excluded Asset or Excluded Liability; (ii) the appropriate Seller Company or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Parent and Buyer shall, 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 transfer of such Excluded Asset or Excluded Liability back to the appropriate Seller Company or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (d) If, as applicableat any time after the Closing, any asset held by a Seller Company or any Selling Subsidiary (other than its Affiliates is ultimately determined to be a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or a Seller Company or any of its Affiliates is found to be subject to an Assumed Liability, Seller shall then, at Buyer’s expense, (i) promptly notify Purchaser, such Seller Company shall return or transfer and convey (iiwithout further consideration) transfer, to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an the appropriate Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Parent and Buyer shall, and until shall cause their appropriate Affiliates to, execute such time, Seller documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the relevant Selling Subsidiary shall hold transfer of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate back to Buyer or its appropriate Affiliate, in each case such Purchased Asset that each Party is put into the same economic position as if such action had been taken on or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated prior to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. 17.1 To the extent that title to any asset or property (aincluding, for the avoidance of doubt, Intellectual Property and Information) If which was not used primarily in the IWC Business at any time after the Closing Date or the Deferred Closing Completion Date, or which is an Excluded Company Asset, Excluded Company Contract or an Excluded Asset Sellers Business Asset, is acquired by the Purchasers’ Group under this Agreement (directly or indirectly, including through the purchase of the Shares), the Purchasers covenant to procure that any such asset or property which is held or acquired by any member of the Purchasers’ Group is promptly transferred for nominal consideration to such member of the Retained Group as applicablethe Sellers’ Representative may specify and to the extent permitted is held on trust for the relevant Seller pending such transfer. The Sellers shall be responsible for reasonable out-of-pocket expenses incurred by the relevant member of the Purchasers’ Group (including, without limitation, any transfer taxes or other taxes related thereto) in connection with the co-operation contemplated by this sub-clause 17.1. 17.2 Save as otherwise provided in this Agreement to the extent that title to any asset (including, for the avoidance of doubt, Intellectual Property and Information, but excluding the Retained Marks, the Retained IT and all rights to draw under any borrowing facility of the Retained Group) which was used primarily in the IWC Business at the Completion Date and which was not an Excluded Company Asset, Excluded Company Contract or an Excluded Asset Sellers Business Asset, is retained by the Retained Group after Completion, each Seller covenants to procure that (to the extent it controls such asset) such asset is promptly transferred for nominal consideration to such Company or Purchaser as the Purchasers’ Representative may specify and to the extent permitted is held on trust for the Purchasers pending such transfer. 17.3 If any domain name which was not used primarily in the IWC Business at the Completion Date is registered in the name of (or any Selling Subsidiary right to it is otherwise held by) any of the Companies, the Purchasers shall procure that such registration (other than a Miraclon Entity or a Transferred Subsidiarysuch right) holds any Purchased Asset is assigned or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfernovated to, or cause each transferred into the name, of such Selling Subsidiary member of the Retained Group as the Sellers’ Representative may specify and to the extent permitted is held on trust for the relevant Seller pending such transfer. The Purchaser shall execute all such documentation and take all such further acts as are reasonably necessary to effect such assignment, novation or transfer including the preparation, execution and filing of any forms of de-registration and re-registration which may be required by any registrar handling the domain name registrations. The Sellers shall be responsible for reasonable out-of-pocket expenses incurred by the relevant member of the Purchasers’ Group (including, without limitation, any transfer taxes or other taxes related thereto) in connection with the co-operation contemplated by this sub-clause 17.3. 17.4 If any domain name which was used primarily in the IWC Business at no costthe Completion Date is registered in the name of (or any right to it is otherwise held) any of the Sellers or any other member of the Retained Group, as promptly as reasonably practicable, to Purchaserthe Sellers shall procure that such registration (or such right) is assigned or novated to, or an Affiliate designated transferred into the name of, such Company or Purchaser as the Purchasers’ Representative may specify and to the extent permitted is held on trust for the Purchasers pending such transfer. The Sellers shall execute all such documentation and take all such further acts as are reasonably necessary to effect such transfer including the preparation, execution and filing of any forms of de registration and re registration which may be required by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or registrar handling the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountdomain name registrations. 17.5 To the extent that any member of the Purchasers’ Group receives any payment from a third party after Completion which is attributable to the supply of any goods or services relating to the Retained Business, each Purchaser covenants to procure that (binsofar as it is able) If at such sum is promptly paid to such member of the Retained Group as the Sellers’ Representative may specify and is held on trust for the Sellers pending such transfer. 17.6 To the extent that any time member of the Retained Group receives any payment from a third party after Completion which is attributable to the Closing Date supply of any goods or services relating to the Deferred Closing DateIWC Business, each Seller covenants to procure that (insofar as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (iit is able) such sum is promptly notify Seller, paid to such member of the Purchasers’ Group as the Purchasers’ Representative may specify and (ii) as promptly as reasonably practicable, at no cost, is held on trust for the Purchasers pending such transfer, or cause the relevant Purchaser Affiliate to transfer, . 17.7 Without prejudice to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer provision of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transferthis Agreement, to the extent permitted that any liability which relates to the IWC Business (or the assets used in that business) and which is not an Excluded Asset Sellers Liability or an Excluded Company Liability is suffered or incurred by applicable Laws. The Parties shall use commercially any member of the Retained Group after Completion, each Purchaser covenants to indemnify such member of the Retained Group against such liability, together with all reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint out-of-pocket expenses incurred by the relevant transfer member of the Retained Group in connection with it, to the extent that such liability relates to such Purchaser or part of the IWC Business purchased by that Purchaser pursuant to the transactions contemplated by this Agreement. 17.8 Without prejudice to any other provision of this Agreement, to the extent that any liability which relates to the Retained Business (or the assets used in that business) and is neutral for not an Assumed Obligation is suffered or incurred by any member of the PartiesPurchasers’ Group after Completion, each Seller covenants to indemnify such member of the Purchasers’ Group against such liability, together with all reasonable out-of-pocket expenses incurred by the relevant member of the Purchasers’ Group in connection with it, to the extent that such liability relates to such Seller or part of the IWC Business sold by that Seller pursuant to the transactions contemplated by this Agreement. 17.9 Without prejudice to any other provision of this Agreement, sub-clauses 17.1 to 17.8 (inclusive) shall cease to have effect following the third anniversary of the Completion Date. 17.10 The operation of this clause 17 in relation to the Asset Sellers Contracts shall be subject to clause 11 (Asset Sellers Contracts).

Wrong Pockets. (a) If If, following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been transferred to an AMP Entity in error, AMPSA shall cause the applicable AMP Entity to transfer, at AGSA’s cost, such right, property, asset (and any time after related Liability) or Liability as soon as reasonably practicable to the Closing Date AGSA Retained Subsidiary designated by AGSA, and AGSA shall cause the applicable AGSA Retained Subsidiary to accept such right, property, asset (and any related Liability) or the Deferred Closing DateLiability, as applicable. If, Seller following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been retained by any AGSA Retained Subsidiary in error, AGSA shall, or shall cause the applicable AGSA Retained Subsidiary to, transfer, at AGSA’s cost, such right, property, asset (and any related Liability) or Liability as soon as reasonably practicable to the AMP Entity designated by AMPSA, and AMPSA shall cause the applicable AMP Entity to accept such right, property, asset (and any related Liability) or Liability, as applicable. Each party hereto shall give prompt written notice to the other party hereto if any AGSA Retained Subsidiary, on the one hand, or any Selling AMP Entity, on the other hand, discovers that any such right, property or Liability has been transferred to an AMP Entity in error or retained by an AGSA Retained Subsidiary in error. (other than a Miraclon Entity or a Transferred Subsidiaryb) holds any Purchased Asset or Assumed LiabilityIf, Seller shall following the AMP Closing (i) promptly notify Purchaserincluding following the completion of the conveyance, and (ii) transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been transferred to an AGSA Retained Subsidiary in error, AGSA shall cause each such Selling the applicable AGSA Retained Subsidiary to transfer, at no AGSA’s cost, such right, property, asset (and any related Liability) or Liability as promptly soon as reasonably practicable, practicable to Purchaser, or an Affiliate the AMP Entity designated by Purchaser, any such Purchased Asset or Assumed LiabilityAMPSA, and until AMPSA shall cause the applicable AMP Entity to accept such timeright, Seller property, asset (and any related Liability) or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing DateLiability, as applicable. If, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall following the AMP Closing (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no costincluding following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been retained by any AMP Entity in error, AMPSA shall, or shall cause the relevant Purchaser Affiliate to applicable AMP Entity to, transfer, at AGSA’s cost, such right, property, asset (and any related Liability) or Liability as soon as reasonably practicable to any Selling the AGSA Retained Subsidiary designated by Seller AGSA, and AGSA shall cause the applicable AGSA Retained Subsidiary to accept such right, property, asset (and any related Liability) or Liability, as applicable. Each party hereto shall give prompt written notice to the other than a Miraclon Entity party hereto if any AMP Entity, on the one hand, or a Transferred any AGSA Retained Subsidiary), on the other hand, discovers that any such Excluded Asset right, property or Retained Liability, and until such time, Purchaser Liability has been transferred to an AGSA Entity in error or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountretained by an AMP Entity in error. (c) If any transfer Following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Purchased Delayed Transfer Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration unless otherwise provided in the Services Agreement, each of AGSA and AMPSA shall be provided cause the AGSA Retained Subsidiaries or the AMP Entities, respectively, to promptly pay or deliver to the other party hereto (or its designees) any Person in respect to monies, deposits, checks or other receivables that are received by such transferparty (or the AGSA Retained Subsidiaries or AMP Entities, as applicable) to the extent permitted they are (or represent the proceeds of) the AMP Business (to the extent received by applicable Laws. The Parties shall use commercially reasonable efforts an AGSA Retained Subsidiary) or the AGSA Retained Business (to structure such transfer in the extent received by an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the PartiesAMP Entity).

Wrong Pockets. (a) If at any time after If, between the Closing Date or and the Deferred later of (x) the date that is three months after Summit’s filing of its 10-K in respect of the fiscal year ending in which the Closing Dateoccurs and (y) the date that is the one year anniversary of the Closing, as applicablethe Argos Parties, Seller Cementos or any Selling Subsidiary of its or their respective Affiliates shall retain, receive or otherwise possess any asset, property, Contract or business (including any current asset or account receivable) (other than a Miraclon Entity or a Transferred Subsidiarythe Excluded Properties) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaserthat was included in the final calculation of Closing Cash or as a current asset in Closing Net Working Capital, and or (ii) is primarily related to the Business, Cementos shall notify Summit and, at Summit’s election, Cementos shall or shall cause its Subsidiaries to, promptly transfer, or cause to be transferred, such asset, property, Contract or business to the ANAC Companies or Summit, in each such Selling Subsidiary to transfercase free and clear of all Liens (except for Permitted Liens), at no cost, as promptly as reasonably practicable, cost to Purchaser, Summit or an Affiliate designated by Purchaser, any of its Affiliates. Prior to any such Purchased Asset transfer, the Person then holding or Assumed Liabilitypossessing such asset, and until such time, Seller property or the relevant Selling Subsidiary business shall hold such Purchased Asset or Assumed Liability asset in trust for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountSummit. (b) If at any time after If, between the Closing Date and the later of (x) the date that is three months after Summit’s filing of its 10-K in respect of the fiscal year ending in which the Closing occurs and (y) the date that is the one year anniversary of the Closing, the ANAC Companies or the Deferred Closing Date, as applicable, Purchaser Summit or any Purchaser Affiliate holds of its Subsidiaries shall receive or otherwise possess any Excluded Asset asset, property, Contract or Retained Liability, then Purchaser shall business (including any current asset or account receivable) that (i) promptly notify Sellerprior to the Closing, was exclusively used or held for use in the business of Cementos and its Subsidiaries (other than the Business) or (ii) as promptly as reasonably practicableis an Excluded Property, Summit shall notify Cementos and, at no costCementos’s election, Summit shall, and shall cause its Subsidiaries (including the ANAC Companies) to, promptly transfer, or cause the relevant Purchaser Affiliate to be transferred, such asset, property or business to Cementos or its respective Affiliates at no cost Cementos or its Affiliates, in each case free and clear of all Liens (except for Permitted Liens). Prior to any such transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity the Person then holding or a Transferred Subsidiary)possessing such asset, any such Excluded Asset property or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate business shall hold such Excluded Asset or Retained Liability asset in trust for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountCementos. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. 18.4.1 To the extent that following Completion, the Seller or the Purchaser discover that any Asset: (a) If not intended to be transferred to the Purchaser pursuant to the transactions contemplated by this Agreement was transferred to the Purchaser at Completion (each such Asset, a "Held Asset"), the Purchaser shall (at the Seller's cost) take reasonable steps to assign and transfer such right, title and interest of the Purchaser in such Held Asset to the Seller without delivery of any time after incremental consideration therefor provided that the Closing Date Purchaser shall not be obligated to pay or cause to be paid any cost or expense or incur any Losses in connection with any such arrangements; and (b) intended to be transferred to the Deferred Closing Date, as applicable, Seller Purchaser pursuant to the transactions contemplated by this Agreement or any Selling Subsidiary of the other Transaction Documents was not transferred at, prior to or after Completion (other than a Miraclon Entity or a Transferred Subsidiaryeach such Asset, an "Omitted Asset"), the Seller shall, and shall cause its Affiliates to (at the Seller's cost) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify assign and transfer all right, unencumbered legal and beneficial title and interest in such Omitted Asset to the Purchaser or (at the Purchaser's discretion) its designated assignee without delivery of any incremental consideration therefor, and (ii) pending such transfer, (A) hold on trust absolutely such Omitted Asset and provide to Purchaser or cause each such Selling Subsidiary to transfer, (at no cost, as promptly as reasonably practicable, to the Purchaser's discretion) its designated assignee all of the benefits associated with the ownership of the Omitted Asset (including at the discretion of the Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liabilitycompliance with the provisions of clause 7 (Transfer of Assets and Transferred Contracts) in respect thereof), and until (B) cause such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Omitted Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for used or retained as may be reasonably instructed by or on behalf of the Purchaser’s account. 18.4.2 The Seller shall, and shall procure that each relevant Affiliate of the Seller shall, promptly forward to the Purchaser or (bat the Purchaser's discretion) If at the Purchaser's designated assignee any time after payment which per the Closing Date or terms of this Agreement the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds of its Affiliates is entitled to and that is received by the Seller or any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountof its Affiliates after Completion. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at If, in the one year period following Closing, Buyer or Seller becomes aware that Buyer or any time after of its Affiliates (including the Transferred Entities) owns any asset or rights which in the twelve (12) months prior to Closing Date had been primarily or exclusively used in conduct of the Deferred Closing Date, as applicable, business of Seller or any Selling Subsidiary Person who was an Affiliate of Seller as at Closing (other than a Miraclon Entity the Business), such party shall immediately inform the other party of that fact. Thereafter, at the request of Seller, Buyer undertakes to execute and/or procure that the relevant Affiliate(s) of Buyer execute, such documents as may be reasonably necessary to procure the transfer of any such asset or a Transferred Subsidiaryright to Seller or such other entities nominated by Seller at Seller’s sole cost and expense (but, for the avoidance of doubt, for no other consideration) holds any Purchased Asset or Assumed Liability, and Seller shall (i) promptly notify Purchaserdo all such things as are reasonably necessary to facilitate such transfer. If, and (ii) transferfollowing the Closing, Buyer receives any payments in respect of accounts receivable of the business of Seller or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or any Person who was an Affiliate designated by Purchaserof Seller as at Closing (other than the Business), any Buyer shall promptly remit such Purchased Asset or Assumed Liability, and until such time, payments to Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaserother entity nominated by Seller at Seller’s benefit sole cost and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountexpense. (b) If at any time after If, in the Closing Date one year period following Closing, Buyer or the Deferred Closing Date, as applicable, Purchaser Seller becomes aware that Seller or any Purchaser Affiliate holds of its Affiliates owns any Excluded Asset assets or Retained Liabilityrights that are Business Assets, then Purchaser other than those excluded assets or rights described in Section 2.20 or Section 2.21 of the Seller Disclosure Letter, but which have not been transferred to Buyer as a result of the transactions hereunder, such party shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicableimmediately inform the other party of that fact. Thereafter, at no costthe request of Buyer, transfer, or cause Seller undertakes to execute and/or procure that the relevant Purchaser Affiliate Affiliate(s) of Seller execute such documents as may be reasonably necessary to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), procure the transfer of any such Excluded Asset asset or Retained Liability, and until such time, Purchaser right to Buyer or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for any other entities nominated by Buyer at Seller’s benefit sole cost and account expense and manage for no consideration and operate Buyer shall do all such Excluded Asset things as are reasonably necessary to facilitate such transfer. If, following the Closing, Seller receives any payments in respect of accounts receivable of the Business, Seller shall promptly remit such payments to Buyer or Retained Liability for other entity nominated by Buyer at Seller’s benefit sole cost and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s accountexpense. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at any time If, after the Closing Date Date, either ▇▇▇▇▇▇▇▇▇ or Buyer in good faith identifies any asset or Contract owned or held by ▇▇▇▇▇▇▇▇▇ or an Affiliate (which will not include any Contract transferred to Aldo as part of the Deferred Aldo Transaction) that should have been, but inadvertently was not, transferred prior to Closing Dateto an Acquired Company as part of the Pre-Closing Contribution, then Wolverine or Buyer, as applicable, Seller or any Selling Subsidiary (will notify the other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly soon as reasonably practicablepracticable upon becoming aware of such asset or Contract and, unless it reasonably disagrees in good faith, Wolverine will or will cause its applicable Affiliate (which will not include either Acquired Company) to Purchaser, transfer such asset or an Affiliate designated by Purchaser, Contract to Buyer or its designee (including either Acquired Company) as soon as reasonably practicable (and with respect to any such Purchased Asset or Assumed Liability, Contract in accordance with the terms and conditions applicable to Included Contracts herein applied mutatis mutandis as of the date of the relevant transfer) for no additional consideration (and at Wolverine’s sole cost) and until such timeit is transferred to Buyer or its designee, Seller or the relevant Selling Subsidiary Wolverine shall hold such Purchased Asset or Assumed Liability asset in trust for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and accountBuyer. If, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date Date, either Wolverine or Buyer in good faith identifies any asset or Contract of an Acquired Company that should not have been, but inadvertently was, held by an Acquired Company or transferred to an Acquired Company as part of the Deferred Pre-Closing DateContribution or is otherwise owned or held by an Acquired Company at Closing, then Wolverine or Buyer, as applicable, Purchaser will notify the other as soon as reasonably practicable upon becoming aware of such asset or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify SellerContract, and (ii) unless it reasonably disagrees in good faith, Buyer will or will cause its applicable Affiliate to transfer such asset or Contract to Wolverine or its designee as promptly soon as reasonably practicable, practicable for no additional consideration (and at no Wolverine’s sole cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, ) and until such timePurchase Agreement it is transferred to Wolverine or its applicable Affiliate, Purchaser or relevant Purchaser Affiliate Buyer shall hold such Excluded Asset asset in trust for Wolverine or Retained Liability for Seller’s benefit such Affiliate and any Liabilities arising on account and manage and operate of such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to asset shall be for Seller’s accountthe account of Wolverine. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at any time In the event that, on or after the Closing Date Closing, either Party receives payments or funds or, in the Deferred Closing Datecase of Sphinx, retains Purchased Assets, or in the case of Arion, receives Excluded Assets, or such Party discovers funds or, in the case of Sphinx, Purchased Assets, or in the case of Arion, Excluded Assets, due or belonging to the other Party pursuant to the terms hereof or any of the Transaction Documents, then the Party receiving or discovering such payments or funds or, in the case of Sphinx, Purchased Assets, or in the case of Arion, Excluded Assets shall promptly 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 (with appropriate endorsements, as applicable, Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, for no additional consideration and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and will account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Lawsother Party for all such receipts. The Parties shall use commercially reasonable efforts to structure acknowledge and agree that, except as otherwise provided in this Agreement, there is no right of offset regarding such transfer in an equitable manner for both Seller payments and Purchaser including a Party may not withhold funds received from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral third parties for the Partiesaccount of the other Party in the event there is a dispute regarding any other issue under this Agreement or any other Transaction 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 drafts received by Arion in respect of any account receivable of the Business included in the Purchased Assets or reflected in the Final Closing Net Working Capital and Sphinx shall furnish to Arion such evidence of this authority as Arion may reasonably request. Following the Closing, if Arion or its Affiliates receives any mail or packages addressed to Sphinx or its Subsidiaries and delivered to Arion not relating to the 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 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 Patents that it believes are “Exclusive to 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 Purchased Assets and Sphinx will assign such Patents to Arion through an appropriate amendment to the IPMA. For purposes of the immediately preceding sentence, a Patent will be considered “Exclusive to the Business” if (x) all named inventors are or were working within the Business at the time the claimed invention was conceived or first reduced to practice; and (y) all claims in the Patent are exclusively related to the Business, Products or Transferred Technology.

Wrong Pockets. (a) If at If, following the Closing, Parent or its affiliates (other than the Acquired Entities) receives any time after notices, monies or amounts that are properly due, deliverable or owing to Purchaser or attributable to the Closing Date Acquired Entities or the Deferred Closing DateBusiness, Parent shall promptly remit, or cause to be remitted, such notices, monies or amounts by notice to Purchaser or by wire transfer of immediately available funds into an account or accounts of Purchaser and/or any Person that Purchaser may designate in writing, as applicable. If, Seller following the Closing, if Purchaser (or any Selling Subsidiary (other than a Miraclon Entity affiliate of Purchaser) receives any notices, monies or a Transferred Subsidiary) holds any Purchased Asset amounts that are properly due, deliverable or Assumed Liabilityowing to Parent in accordance with the purposes and intent of this Agreement, Seller Purchaser promptly shall (i) promptly notify Purchaser, and (ii) transferremit, or cause each to be remitted, such Selling Subsidiary notices, monies or amounts by notice to transfer, at no costParent or by write transfer of immediately available funds into an account or accounts designated by Parent, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s accountapplicable. (b) If at If, following the Closing, any time after right, property, Permit, contract, or asset, which, prior to the Closing Date Closing, was used by the Parent or its affiliates (other than the Deferred Closing DateAcquired Entities), as applicableis found, Purchaser or upon mutual good faith agreement between Parent and Purchaser, to have been retained in error by any Purchaser Affiliate holds any Excluded Asset or Retained LiabilityAcquired Entity, then Purchaser shall (i) the applicable Acquired Entity will promptly notify Sellerdeliver, or cause to be delivered, at Purchaser’s sole cost and expense, such right, property or asset (subject to any related liabilities) as soon as reasonably practicable to the Parent or an affiliate thereof designated by the Parent in writing and (ii) as Parent or its affiliate (other than the Acquired Entities) will promptly as reasonably practicableassume such right, at no costproperty, transferPermit, contract or asset. If, following the Closing, any right, property, Permit, contract or asset which, prior to the Closing, was used exclusively by an Acquired Entity, other than any right, property or asset which, prior to the Closing, was used by the Parent or its affiliates other than the Acquired Entity, is found to have been retained in error by the Parent or its affiliates, (i) the Parent will promptly deliver, or cause the relevant Purchaser Affiliate to transferbe delivered, at Parent’s sole cost and expense, such right, property or asset (subject to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (crelated liabilities) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.as soon as

Wrong Pockets. (a) If From and after the Closing, if any Seller or any of their respective Affiliates receives or collects any funds relating to any Purchased Asset, such Seller or such Affiliate shall remit such funds to Buyer within twenty (20) Business Days after its receipt thereof. (b) From and after the Closing, if Buyer or any of its Affiliates receives or collects any funds that are not a Purchased Asset and are otherwise due to Sellers or any of their Affiliates, Buyer or such Affiliate shall remit such funds to Allscripts Healthcare within twenty (20) Business Days after its receipt thereof. (c) If, at any time after the Closing Date Closing, any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to a Excluded Liability, then, at Sellers’ expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller or the Deferred appropriate Affiliate of Sellers such Excluded Asset or Excluded Liability; (ii) the appropriate Seller or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Sellers and Buyer shall, 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 transfer of such Excluded Asset or Excluded Liability back to the appropriate Seller or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (d) If, as applicableat any time after the Closing, any asset held by a Seller or its Affiliates is ultimately determined to be a Purchased Asset or a Seller or any Selling Subsidiary (other than a Miraclon Entity or a Transferred Subsidiary) holds any Purchased Asset or of its Affiliates is found to be subject to an Assumed Liability, Seller shall then, at Buyer’s expense, (i) promptly notify Purchaser, such Seller shall return or transfer and convey (iiwithout further consideration) transfer, to Buyer or cause each such Selling Subsidiary to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an the appropriate Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Sellers and Buyer shall, and until shall cause their appropriate Affiliates to, execute such time, Seller documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the relevant Selling Subsidiary shall hold transfer of such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate back to Buyer or its appropriate Affiliate, in each case such Purchased Asset that each Party is put into the same economic position as if such action had been taken on or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated prior to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transfer, to the extent permitted by applicable Laws. The Parties shall use commercially reasonable efforts to structure such transfer in an equitable manner for both Seller and Purchaser including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the Parties.

Wrong Pockets. (a) If at Notwithstanding any time after other provision of this Agreement, if Parent becomes aware that any asset, right or property exclusively related to the Closing Date or the Deferred Closing Date, as applicable, Seller Business is held by Parent or any Selling Subsidiary of its Affiliates, then Parent shall within thirty (other than a Miraclon Entity 30) days of becoming aware of such circumstance, use commercially reasonable efforts to transfer from Parent or a Transferred Subsidiary) holds any Purchased Asset or Assumed Liability, Seller shall (i) promptly notify Purchaser, and (ii) transfer, or cause each such Selling Subsidiary one of its Affiliates to transfer, at no cost, as promptly as reasonably practicable, to Purchaser, or an Affiliate designated by Purchaser, any such Purchased Asset or Assumed Liability, and until such time, Seller or the relevant Selling Subsidiary shall hold such Purchased Asset or Assumed Liability for Purchaser’s benefit and account and manage and operate such Purchased Asset or Assumed Liability for Purchaser’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Purchaser’s account. (b) If at any time after the Closing Date or the Deferred Closing Date, as applicable, Purchaser or any Purchaser Affiliate holds any Excluded Asset one of its Affiliates such assets, rights or Retained Liability, then Purchaser shall (i) promptly notify Seller, and (ii) as promptly as reasonably practicable, at no cost, transfer, or cause the relevant Purchaser Affiliate to transfer, to any Selling Subsidiary designated by Seller (other than a Miraclon Entity or a Transferred Subsidiary), any such Excluded Asset or Retained Liability, and until such time, Purchaser or relevant Purchaser Affiliate shall hold such Excluded Asset or Retained Liability for Seller’s benefit and account and manage and operate such Excluded Asset or Retained Liability for Seller’s benefit and account, with all gains, income, Losses, Liabilities and Taxes or other items generated to be for Seller’s account. (c) If any transfer of a Purchased Asset, Assumed Liability, Excluded Asset, or Retained Liability is made pursuant to Section 2.5(a) or Section 2.5(b), no consideration shall be provided to any Person in respect to such transferproperties and, to the extent permitted by Law, such asset, right or property shall be held in trust for Purchaser or relevant Affiliate of Purchaser pending such transfer. Until such time that Parent transfers any such asset, property or Intellectual Property Right to Purchaser, Parent hereby grants to Purchaser and its Affiliates, effective as of the Closing Date (and to the extent such concept is applicable Laws. The Parties to the relevant asset, property or Intellectual Property Right), a non-exclusive, royalty-free, fully paid-up, worldwide, sub-licensable and transferrable right and license to fully use, practice and otherwise exploit the applicable asset, property or Intellectual Property Right, and a covenant not to s▇▇ with respect to the foregoing activities. (b) Notwithstanding any other provision of this Agreement, if Purchaser becomes aware that any asset, right or property exclusively related to the Retained Business is held by Purchaser or any of its Affiliates then, Purchaser shall within thirty (30) days of becoming aware of such circumstance use commercially reasonable efforts to structure transfer from Purchaser or one of its Affiliates to Parent or one of its Affiliates such transfer assets, rights or properties and, to the extent permitted by Law, such asset, right or property shall be held in trust for Parent or relevant Affiliate of Parent pending such transfer. Until such time that Purchaser transfers such asset, property or right that is an equitable manner for both Seller Intellectual Property Right to Parent, Purchaser hereby grants to Parent and Purchaser including from legal its Affiliates, effective as of the Closing Date (and Tax perspectives with a view to ensuring that from an economic standpoint the extent such concept is applicable to the relevant transfer Intellectual Property Right), a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sub-licensable and transferable right and license to fully use, practice and otherwise exploit the applicable asset, property or right, and a covenant not to s▇▇ with respect to the foregoing activities. (c) Each party shall act in good faith to notify the other party promptly following the first party or its Affiliates becoming aware of any asset, right or property exclusively relating to the Business or the Retained Business, as applicable, that is neutral for the Partiessubject to Section 5.24(a) or Section 5.24(b).