Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) During the 12-month period following the Closing Date, if Buyer, Parent or Seller discover that any: (i) Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) 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 (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; (ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (B), an “Omitted Asset”), Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliates.

Wrong Pockets. (a) During the 12-month period following the Closing Date, if Buyer, Parent or Seller discover that any: (i) Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) 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 (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; (ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (B), an “Omitted Asset”), Seller Asset”),Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliates.

Wrong Pockets. (a) During the 12-month period following the Closing Date, if Buyer, Parent or Seller discover that any: (i) Seller 16.1 If any asset which is not a Business Asset, Excluded Asset or settlement funds any Intellectual Property which is not exclusively related to the Business, has been transferred from any member of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect Group to any member of the Business)Purchaser Group under, were directly or indirectly as a result of, any Transaction Document, the Purchaser shall procure that such asset is transferred to Buyer the Seller (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all other member of the benefits associated with Seller Group as the Seller may nominate) for no consideration (or, to the extent required under Applicable Law, nominal consideration) as soon as practicable after becoming aware of the ownership of the Held Asset and (y) cause such Held Asset to be used or retained assets. 16.2 Save as may be reasonably instructed by Seller; (ii) expressly provided in any Contributed Asset or settlement funds Transaction Document, if any member of the (A) Seller Licensed Subsidiary reflected in dedicated accounts Group owns after the Applicable Completion any Business Asset which should have been established transferred to any member of the Purchaser Group as a result of any Transaction Document, the Seller shall procure that such asset is transferred to the Purchaser for no consideration (or, to the extent required under Applicable Law, for nominal consideration) as soon as practicable after becoming aware of the ownership of such assets. 16.3 Without prejudice to any other provisions of this Agreement, all moneys or other items belonging to any member of the Purchaser Group which are received by any member of the Seller Group on or after the Applicable Completion in respect connection with the relevant portion of the Business or (B) Business Assets shall be held in trust by the Companies were not transferred to Buyer at Closing (each of (A) and (B), an “Omitted Asset”), Seller shall, for the Purchaser and shall cause its Affiliates be promptly paid over to use reasonable best efforts the Purchaser, excluding any amounts received in respect of VAT for which any member of the Seller Group is required to (1) promptly assign and transfer account to a Tax Authority. 16.4 Without prejudice to any other provisions of this Agreement, all right, title and interest moneys or other items belonging to any member of the Seller Group which are received by any member of the Purchaser Group on or after the Applicable Completion in such Omitted Asset to Buyer connection with the relevant portion of the Business or its designated assignee, and (2) pending such transfer, (x) hold Business Assets shall be held in trust such Omitted Asset by the Purchaser for the Seller and provide shall be promptly paid over to Buyer or its designated assignee all the Seller, excluding any amounts received in respect of VAT for which any member of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be Purchaser Group is required to incur any out-of-pocket expense pursuant account to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliatesa Tax Authority.

Wrong Pockets. (a) During If and to the 12-month period following extent that after the Closing Date, if Buyer, Parent Completion Date any asset has been transferred by any of the Business Sellers to the Purchaser or Seller discover that any: (i) Seller Asset, Excluded Asset or settlement funds any other member of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts Purchaser's Group which should not have been established transferred pursuant to, or in respect order to give effect to, the provisions of this Agreement or any assets of the Business), were directly Companies which should have transferred pursuant to the Reorganisation or indirectly pursuant to or in order to give effect to the provisions of this Back to Contents Agreement have not been transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all relevant member of the benefits associated with ICI Group, then the ownership of Purchaser shall do, or procure the Held Asset and (y) cause doing of, all such Held Asset to be used or retained things as may be reasonably instructed required to retransfer (or, in the case of any such assets owned by Seller; (iithe Companies to transfer) any Contributed Asset such asset to the relevant Business Seller or settlement funds as Ergon shall otherwise direct provided always that Ergon shall be responsible for all costs and expenses incurred by the relevant member of the Purchaser's Group in giving effect to such retransfer (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (Btransfer), an “Omitted Asset”), Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer Notwithstanding Clause 20.2(a) above, if the Purchaser or Sellerthe Purchaser's Group has spent money in respect of any such assets as are referred to above, as applicable, the Purchaser and the Purchaser Group shall be promptly reimbursed for such amounts incurred (and shall cause their Affiliates, as applicable, to"Wrong-pocket Costs") use in connection with such money invested in connection therewith prior to Ergon's written notice (such notice to contain reasonable best efforts details of the basis for Ergon's assertion) that such asset(s) should not have been transferred pursuant to, or in addition order to give effect to, the provisions of this Agreement or any assets of the Companies which should have transferred pursuant to the other actions set forth Reorganisation or pursuant to or in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon order to give effect to the request provisions of this Agreement have not been transferred to the relevant member of the other partyICI Group provided that nothing in this Clause 20.2(b) shall require Ergon to make a payment to the Purchaser or any member of the Purchaser's Group unless immediately following such payment, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, Purchaser or the relevant interests in them member of the Purchaser's Group shall at the cost and expense of Ergon transfer to Ergon any assets directly resulting from such investment by the Purchaser or relevant member of the Purchaser's Group attributable to such payment. Nothing under this Clause 20.2 shall affect any Intellectual Property scheduled as assigned to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its AffiliatesPurchaser hereunder.

Wrong Pockets. (a) During the 12-month period following the Closing Date, if Buyer, Parent or Seller discover that any: (iSection 2.9(d) Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business)Agreement is hereby amended and restated to read as follows: After the Spinco Distribution, were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer Spinco shall, and or shall cause the other members of its Buyer Group and its and any of its respective then-Affiliates to, use promptly following the identification (in a reasonable best efforts to amount of time and in accordance with the ordinary course practices and procedures for processing monies or checks) of any monies or checks that have been received by Spinco (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or another member of its Group or its designated assignee and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all respective then-Affiliates) after the Spinco Distribution that are (or represent the proceeds of), in whole or in part, a Remainco Asset (which, for the avoidance of doubt, shall include proceeds of the benefits associated with business conducted by the ownership Remainco Group following the Spinco Distribution), pay or deliver to Remainco (or its designee) such monies or checks that have been received by Spinco (or another member of its Group or its or its respective then-Affiliates) after the Spinco Distribution to the extent they are (or represent the proceeds of) a Remainco Asset (it being understood and agreed that any such amounts shall be paid and delivered on a monthly basis, in each case to the applicable members of the Held Asset Remainco Group; provided that if the aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and (y) cause delivery, such Held Asset amount shall be paid and delivered to be used or retained as may be reasonably instructed by Seller; (ii) any Contributed Asset or settlement funds the applicable members of the Remainco Group within seven (A7) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (Bdays), an “Omitted Asset”), Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer Section 2.9(e) of the Agreement is hereby amended and restated to read as follows: After the Spinco Distribution, Remainco shall, or Sellershall cause the other members of its Group and its and any of its respective then-Affiliates to, as applicablepromptly following the identification (in a reasonable amount of time and in accordance with the ordinary course practices and procedures for processing monies or checks) of any monies or checks that have been received by Remainco (or another member of its Group or its or its respective then-Affiliates) after the Spinco Distribution that are (or represent the proceeds of), in whole or in part, a Spinco Asset (which, for the avoidance of doubt, shall include proceeds of the business conducted by the Spinco Group following the Spinco Distribution), pay or deliver to Spinco (or its designee) such monies or checks that have been received by Remainco (or another member of its Group or its or its respective then-Affiliates) after the Spinco Distribution to the extent they are (or represent the proceeds of) a Spinco Asset (it being understood and agreed that any such amounts shall cause their Affiliates, as applicable, to) use reasonable best efforts tobe paid and delivered on a monthly basis, in addition each case to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request applicable members of the other partySpinco Group; provided that if the aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and delivery, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning such amount shall be paid and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them delivered to the other party and applicable members of the Spinco Group within seven (B7) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereofdays), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliates.

Wrong Pockets. (a) During the 12-month period If within nine months following the Closing Date, if Buyer, Date it becomes apparent that during the six months prior to the date of this Stock Purchase Agreement a Target Company or Company Subsidiary used an asset in connection with the Business which is owned by a member of Parent or Seller discover that anyGroup and which is: (i) Seller Assetnot subject to a Separation Agreement; (ii) not expressly contemplated to be available to a member of Buyer Group after Closing pursuant to the terms of this Stock Purchase Agreement, Excluded Asset including Schedule B, or settlement funds of Seller or its Affiliates any other Transaction Document; and (other than those held iii) exclusively used by the Seller Licensed Target Companies or Subsidiary reflected in dedicated accounts which have been established in respect Companies, Parent shall procure the transfer of the Business), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all rightrights, title and interest in and to such Held Asset asset to Seller such Target Company or its designated assignee Company Subsidiary as Buyers may direct together with any Permits held by any member of Parent Group relating to that asset and such transfer shall be effected without additional consideration except to the extent that the asset should have been reflected in Net Working Capital or Net External Indebtedness in which event Sweden Buyer shall pay Parent the amount for such asset as would have been reflected; (Bb) pending such transferif within nine months following the Closing Date it becomes apparent that during the six months prior to the date of this Stock Purchase Agreement a member of Parent Group used, (x) hold other than in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated connection with the ownership of the Held Asset and Business, an asset which is owned by a Target Company or Company Subsidiary which is: (yi) cause such Held Asset not subject to be used or retained as may be reasonably instructed by Sellera Separation Agreement; (ii) not expressly contemplated to be available to a member of Parent Group after Closing pursuant to the terms of any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) Transaction Document; and (B)iii) exclusively used by Parent Group, an “Omitted Asset”)U.S. Buyer or Sweden Buyer, Seller shallas applicable, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and procure the transfer of all rightrights, title and interest in and to such Omitted Asset asset to such member of Parent Group as Parent together with any Permits held by any member of Buyer or its designated assignee, Group relating to that asset and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to transfer shall be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition effected without additional consideration except to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, extent that the transferring party and its Affiliates asset was reflected in Net Working Capital or reflected in Net External Indebtedness in which event Parent shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliatesreimburse Sweden Buyer such amount as so reflected.

Wrong Pockets. If, after the Distribution, the Parties agree that (a) During an employee was not assigned and transferred to a member of the 12-month period following Outdoor Products Group and who, had the Closing Parties given specific consideration to such individual prior to the Distribution, would have otherwise been so transferred prior to the Distribution Date, if Buyer, Parent or Seller discover that any: (i) Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and Parties shall cause its Buyer Affiliates to, use their reasonable best efforts to (A) effect such transfer as promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee as reasonably practicable and (Bb) pending such transfer, (x) hold in trust such Held Asset an employee was assigned and provide transferred to Seller or its designated assignee all a member of the benefits associated with Outdoor Products Group and who, had the ownership Parties given specific consideration to such individual prior to the Distribution would not have otherwise been assigned to a member of the Held Asset and (y) cause such Held Asset Outdoor Products Group or otherwise transferred prior to be used or retained as may be reasonably instructed by Seller; (ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing Distribution Date (each of (A) and (B)such employee, an a “Omitted AssetWrong Pockets Employee”), Seller shall, and the Parties shall cause its Affiliates to use their reasonable best efforts to effect such transfer (1including through a termination and rehire) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all a member of the benefits associated with Vista Outdoor Group as promptly as reasonably practicable. Any transfer pursuant to this Section 2.02 shall be treated by the ownership of Parties for all purposes as if it had occurred immediately prior to the Omitted Asset, Distribution and (y) cause such Omitted Asset to be used person were an Outdoor Products Employee or retained as may be reasonably instructed by Buyer. (b) Buyer or SellerVista Outdoor Employee, as applicable, except (i) as otherwise required by applicable Law and (ii) for purposes of any Liabilities incurred under a Welfare Plan of the Transferor Group. In furtherance of the foregoing, the Group to which such Wrong Pockets Employee is transferred shall reimburse, indemnify and hold harmless the Group from which such Wrong Pockets Employee is transferred (and the “Transferor Group”) against all Employee Costs suffered or incurred by the Transferor Group in respect of such Wrong Pockets Employee. Any dispute arising under this Section 2.02 shall cause their Affiliates, as applicable, to) use reasonable best efforts to, be resolved in addition to the other actions manner set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request 11.01 of the other partyTransition Services Agreement, mutatis mutandis; provided that any such Disputes (Aas defined in the Transition Services Agreement) obtain all consents from Persons necessary or appropriate shall instead be considered by a representative designated by the Party for the purposes of transferring, assigning and conveying resolving such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its AffiliatesDispute.

Wrong Pockets. If and to the extent that, during the period expiring 36 months after the First Completion Date, or the Second Completion Date (as applicable) ICI notifies the Purchaser in writing that any asset has been transferred by any of the Business Sellers to the Purchaser or any other member of the Purchaser's Group which is not a Business Asset or it is determined that there is any asset which is owned by a Company which was not to a material extent used in the conduct of the Business prior to Completion, then the Purchaser shall do, or procure the doing of, all such things as may reasonably be required by ICI to retransfer (or, in the case of any such asset owned by a Company, to transfer) any such asset to the relevant Business Seller or as ICI shall otherwise direct provided always that: (a) During where account was taken of the 12relevant asset in the preparation of the Net Asset Statement, ICI shall pay to the Purchaser a sum equal to the amount so provided for in the Net Asset Statement together with interest at the Agreed Rate calculated from the First Completion Date to the date of re-month period following transfer (or transfer); (b) subject to sub-clause 20.3(c), where no account was taken of the Closing Daterelevant asset in the preparation of the Net Asset Statement, ICI shall not be liable to pay any sum in respect of the relevant asset to the Purchaser; (c) where the Purchaser has in relation to any relevant asset incurred additional expense as a result of expenditure made in undertaking improvements to such asset, ICI shall pay to the Purchaser an additional sum equal to the value recorded in the most recent management accounts of the Purchaser (or if Buyer, Parent or Seller discover that anymore recent the audited accounts of the Purchaser) in respect of such asset: (i) Seller Asset, Excluded Asset or settlement funds of Seller or its Affiliates (other than those held less any sum payable by ICI to the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the BusinessPurchaser pursuant to sub-clause 20.3(a), were directly or indirectly transferred to Buyer (or held by the Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee and (B) pending such transfer, (x) 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 (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller;; or (ii) any Contributed where no value was attributed to the relevant asset in the Net Asset or settlement funds Statement, less a sum equal to the fair market value of the (A) Seller Licensed Subsidiary reflected relevant asset as at the First Completion Date, provided that in dedicated accounts which have been established in respect of no circumstances shall the Business or (B) the Companies were not transferred Purchaser be obliged to Buyer at Closing (each of (A) and (B), an “Omitted Asset”), Seller shall, and shall cause its Affiliates pay any amount to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense ICI pursuant to this sub-clause (b20.3(c) which is not agreed to and provided further that ICI shall be paid or reimbursed responsible for all costs and expenses incurred by the transferring party relevant member of the Purchaser's Group in giving effect to such re-transfer (or its Affiliatestransfer).

Wrong Pockets. (a) During 11.1 To the 12-month period following the Closing Date, if Buyer, Parent or Seller discover extent that anytitle to: (iA) Seller any Excluded Asset; (B) any asset (including, for the avoidance of doubt, any contract, Intellectual Property, Business Information and any associated goodwill) which was not used predominantly in the GKN Driveline Business (as compared to its use by the Retained Group as a whole) in the 12 months prior to the Share Purchase Time (and ignoring the effect of any sale or disposal of the Retained Group’s Aerospace or Powder Metallurgy divisions that occurs within such period); or (C) any trade ▇▇▇▇ which includes or consists of any of the Retained Marks, is acquired, or has the effect of being acquired, by SpinCo’s Group under this Agreement (directly or indirectly), SpinCo covenants to procure (subject to any necessary third party consent being obtained, having taken reasonable endeavours to procure such consent) that any such asset is promptly transferred to such member of the Retained Group as GKN may specify for a negligible sum and, from the Share Purchase Time, is held on trust (to the extent permitted by law or pursuant to the terms of the relevant contract) for GKN pending such transfer for no further consideration provided that, if the relevant asset has more than negligible value the parties shall discuss in good faith whether and to what extent the Cash Consideration should be reallocated. 11.2 To the extent that title to any asset (including, for the avoidance of doubt, any contract, Intellectual Property, Business Information and any associated goodwill) owned by a member of the Retained Group which was used predominantly in the GKN Driveline Business (as compared to its use by the Retained Group as a whole) in the 12 months prior to the Share Purchase Time (and ignoring the effect of any sale or disposal of the Retained Group’s Aerospace or Powder Metallurgy divisions that occurs within such period), other than an Excluded Asset, Excluded Asset is not acquired, or settlement funds has the effect of Seller not being acquired, by SpinCo’s Group under this Agreement (directly or its Affiliates indirectly), GKN covenants to procure (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect subject to any necessary third party consent being obtained, having taken reasonable endeavours to procure such consent) that any such asset is promptly transferred to such member of the Business)GKN Driveline Group as SpinCo may specify for a negligible sum and, were directly from the Share Purchase Time, is held on trust (to the extent permitted by law or indirectly transferred pursuant to Buyer (or held by the Companiesterms of the relevant contract) at Closing (eachfor the relevant member of the GKN Driveline Group pending such transfer for no further consideration provided that, a “Held Asset”), Buyer shall, if the relevant asset has more than negligible value the parties shall discuss in good faith whether and shall cause its Buyer Affiliates to, use reasonable best efforts to what extent the Cash Consideration should be reallocated. 11.3 The operation of this clause 11: (A) promptly assign and transfer all right, title and interest in such Held Asset relation to Seller or its designated assignee and the Shared Business Contracts shall be subject to clause 9; and (B) pending such transfer, in relation to employees shall be subject to Schedule 11 (x) 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 (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; (ii) any Contributed Asset or settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business or (B) the Companies were not transferred to Buyer at Closing (each of (A) and (BEmployees), an “Omitted Asset”), Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (2) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) Buyer or Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliates.