Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) If, following the Closing, (i) any right, property or asset exclusive to or primarily belonging to the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to the Business is found to have been transferred to Buyer or any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the Business. (b) Each of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law).

Wrong Pockets. (a) If, following the Closing, (i) the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) or any rightof their respective Affiliates receive a payment with respect to any asset, property or asset exclusive to or primarily belonging to the Business right (and not also for one or more other businesses of Seller and its Affiliatesincluding Intellectual Property Rights) that is a Transferred Asset (as defined in Exhibit G), (ii) any Transferred Asset is found to have been retained by Seller the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) or any of their respective Affiliates or (iii) the Company or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to the Business Subsidiaries is found to have been transferred retained or assumed, or otherwise remains or becomes liable for, any liability to Buyer the extent relating to the business or operations of the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) or any of their respective Affiliates, other than the Companies in errorBusiness, Buyer shall transferthen, or shall cause at the written request of Buyer, the applicable Alani Party shall (A) promptly reimburse and/or cause its relevant Affiliate to promptly reimburse the Company the amount referred to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) above or (B) execute and/or cause its relevant Affiliate to execute such documents as may be reasonably necessary to procure the transfer or assignment of such Transferred Asset referred to in clause (ii) above to the Company (or its designee), until free and clear of all Liens (other than the Permitted Liens) or the assumption of any such transfer is completedliability referred to in clause (iii) above by the applicable Alani Party or its relevant Affiliate (other than the Company and its Subsidiaries), in each case, for no consideration; provided, however, if any Transferred Asset is, by its terms, by (b) If, following the Closing, the parties hereto shall cooperate Company or any of its Subsidiaries receive a payment with respect to structure alternative arrangements reasonably acceptable any asset, property or right (including Intellectual Property Rights) that is exclusively used, exclusively held for use or exclusively relates to the parties hereto under which Sellerother businesses of the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇), on then, at the one handwritten request of the applicable Alani Party, the Company shall promptly reimburse and/or cause its relevant Subsidiary to promptly reimburse the applicable Alani Party or Buyer, on the other handits Affiliate, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior amount referred to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companiesabove. The parties hereto shall reasonably cooperate with each other Parties acknowledge and agree that, except as otherwise provided in connection with the transfers this Agreement, there is no right of offset regarding payments contemplated by this Section 5.16. In addition, Seller shall, or shall cause its 6.30(b) and Buyer may not withhold funds received from third parties for the account of the applicable Affiliates to, promptly pay or deliver to Buyer (Alani Party or its designated Affiliate) Affiliate in the event there is a dispute regarding any invoices, notices, monies or checks that have been sent to Seller other issue under this Agreement or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the BusinessTransaction Agreement. (b) Each of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law).

Wrong Pockets. (a) If, following the ClosingClosing for a period of twelve (12) months thereafter, Seller discovers that it or any other member of the Seller Group is the owner of or possesses any asset (i) other than any rightExcluded Asset), property or asset exclusive to or is liable for any Liability, that is primarily belonging related to the Business Business, then the parties hereto shall, and shall cause their Subsidiaries to use reasonable best efforts to, transfer or cause to be transferred such asset or Liability, as applicable, to a Purchaser Entity (and not also such Purchaser Entity shall accept any such asset or assume any such Liability) for one no additional consideration other than as previously paid as provided in this Agreement. (b) If, following the Closing for a period of twelve (12) months thereafter, Purchaser discovers that a Purchaser Entity is the owner of or more possesses any asset, or is liable for any Liability, in each case that is primarily related to the Retained Business or that constitutes a Retained Liability, then the parties hereto shall, and shall cause their Subsidiaries to use reasonable best efforts to, transfer or cause to be transferred such asset or Liability, as applicable, to a member of the Seller Group (and Seller or such other businesses member of the Seller and its AffiliatesGroup shall accept any such asset or assume any such Liability) for no additional consideration other than as previously paid as provided in this Agreement. (c) To the extent that any transfer under Section 6.15(a) or 6.15(b) is found to have been retained required, but not permitted by Seller Law or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to the Business is found to have been transferred to Buyer or any of the Companies in error, Buyer shall transfer, or shall cause the an applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) or (ii), until any such transfer is completedContract, the parties hereto shall cooperate use reasonable best efforts to obtain or structure alternative arrangements reasonably acceptable to the parties hereto under which an arrangement such that Purchaser or Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain shall receive the rights and benefits and assume and/or bear the obligations and burdens, of the relevant right, property, such asset or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. Liability. (d) The parties hereto shall reasonably cooperate with each to effect any transfers or other arrangements described in connection with Section 6.15(a) or 6.15(b) in a manner that is Tax efficient for the transfers contemplated parties and their respective Affiliates, including by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) treating the Person initially in possession of any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates such payment after the Closing Date by customersas holding such payment as an agent or nominee for the transferee thereof for all Tax purposes, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the Businesspermitted by applicable Law. (b) Each of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law).

Wrong Pockets. (a) IfUpon the terms and subject to the conditions set forth herein and in the Ancillary Agreements, if, at any time during the 90-day period following the later of the Closing or the date that the applicable data in respect of an applicable Transferred Lease Agreement has been migrated to the applicable Buyer pursuant hereto, and subject to Section 6.9, the Seller Group or their respective Affiliates receives any funds, in each case, that are a Transferred Asset or that are otherwise properly due and owing to a Buyer (or its successors or assigns) in accordance with the terms hereof, and to the extent such funds are not an Excluded Asset, then Seller or Everen shall (or Seller shall cause the Other Seller Group Entities to), as applicable, promptly remit, or cause to be remitted, such funds to such Buyer (or its successors or assigns); provided that after such three-month period, Seller or Everen shall (or Seller shall cause the Other Seller Group Entities to), as applicable, use reasonable best efforts to promptly remit, or cause to be remitted, such funds (to the extent such funds are not an Excluded Asset) to the Person who provided such funds to the Seller Group or their respective Affiliates. (b) Upon the terms and subject to the conditions set forth herein and in the Ancillary Agreements, if, at any time during the two (2)-year period following the Closing, and subject to Section 6.9: (i) the Seller Group or their respective Affiliates receives any rightassets (other than funds), property in each case, that are a Transferred Asset or asset exclusive that are otherwise properly due and owing to a Buyer (or primarily belonging its successors or assigns) in accordance with the terms hereof, and to the Business extent such assets are not an Excluded Asset, then Seller or Everen shall (or Seller shall cause the Other Seller Group Entities to), as applicable, promptly remit, or cause to be remitted, such assets to such Buyer (or its successors or assigns); (ii) the Seller Group or their respective Affiliates receives or otherwise possesses (or is responsible for) any Transferred Asset or Assumed Liability, Seller or Everen shall, and not also for one shall cause the Other Seller Group Entities and their respective Affiliates to, promptly notify and assign, transfer or more other businesses of Seller and its Affiliates) is found convey, or cause to have been retained by Seller be assigned, transferred or conveyed, such Transferred Asset or Assumed Liability to the applicable Buyer or any of its Affiliates in error(and, Seller shall transfer, or shall cause such Affiliate prior to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to the Business is found to have been transferred to Buyer or any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) or (ii), until any such transfer is completedof assets pursuant to this Section 6.19(c)(i), the parties hereto Parties agree that the Person receiving or possessing such asset shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or hold such asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause trust for such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer); (iii) a Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers receives any funds or other contracting parties assets, in each case, that are an Excluded Asset or that are otherwise properly due and owing to a member of the Business Seller Group or their respective Affiliates (or their respective successors or assigns) in accordance with the terms hereof, such Buyer shall (or shall cause its Affiliates to) promptly remit, or cause to be remitted, such funds or assets to the extent that they primarily relate to Seller Group or are due to their respective Affiliates, or from the Business.each of their respective successors or assigns; (biv) Each a Buyer or any of its Affiliates receives or otherwise possesses (or is responsible for) any Excluded Asset or Retained Liability, such Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rightspromptly notify and assign, propertytransfer or convey, or cause to be assigned, transferred or conveyed, such Excluded Asset or Retained Liability to Seller, Everen or their respective Affiliates, as applicable (and prior to any such transfer of assets described in (a)(i) as having been transferred pursuant to and owned by this Section 6.19(b)(iv), the Parties agree that the Person entitled to receiving or possessing such assets as having been transferred to asset shall hold such asset in trust for Seller). (c) The Parties agree that at all times from and owned by Buyer at after the Closing, if an Action is commenced by a Third Party naming the Parties (ii) treat for all Tax purposes the rights, property, or assets described in (a)(iiany Affiliate of any Party) as having remained defendants and with Sellerrespect to which a named party (or any Affiliate of such party) is a nominal defendant or such Action is otherwise not a Liability allocated to such named party under this Agreement, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent then the other Party shall reasonably cooperate with such treatment nominal defendant in such nominal defendant’s efforts to be removed from such Action. (unlessd) Each Party shall cooperate with each other Party and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 6.19. (e) For the avoidance of doubt, the transfer, conveyance or assumption of any assets or Liabilities under this Section 6.19 shall be effected without any additional consideration payable by any Party. The Parties shall take all reasonable steps to ensure that any actions undertaken pursuant to Section 6.19(a) do not result in case unrecoverable Canadian Transfer Taxes to any Party in respect of clause (i), (ii) or (iii), Canadian Transfer Taxes that otherwise required by Applicable Law)would have been recoverable.

Wrong Pockets. (a) If, following the after Closing, the Target Entities or any Company Subsidiary (i) owns any right, property assets or asset exclusive to or primarily belonging to the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate)rights; or (ii) is a party to any rightContract, property which immediately prior to Closing exclusively or asset not exclusive to primarily related to, or not was exclusively or primarily belonging to used in or for, the Business is found to have been transferred to Excluded Business, then (a) the Buyer or any of the Companies in errorSellers, Buyer as the case may be, shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as reasonably practicable inform the other; and (b) the Buyer, subject to Section 7.17(c), undertakes to execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets, rights or contracts for no consideration to a member of the Seller Group nominated by the Sellers; provided that the Sellers shall indemnify the Buyer and the Target Entities and each Company Subsidiary in relation to such transfer and in relation to such assets, rights or contracts (whether prior to or its designated Affiliateafter Closing); provided, that in and the case of either clause (i) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller Buyer shall, or shall cause its applicable Affiliates toensure that the relevant entity shall, promptly pay or deliver as soon as reasonably practicable, account to Buyer (or its designated Affiliate) the Sellers for any invoices, notices, monies or checks that have been sent benefit arising in relation to Seller or any of its Affiliates after the Closing Date by customerssame and, suppliers or other contracting parties pending such benefit being transferred to the member of the Business to Seller Group, the extent that they primarily relate to benefit shall be held on trust by the Buyer or are due to the Target Entities or from Company Subsidiary (as applicable) on behalf of the Businessmember of the Seller Group nominated by the Sellers. (b) Each If, after Closing, any member of the Seller Group (i) owns any assets or rights; or (ii) is a party to any contract, which in the year prior to Closing exclusively or primarily related to, or was exclusively or primarily used in or for, the Target Business, then (A) the Sellers or the Buyer as the case may be, shall as soon as reasonably practicable inform the other; and (B) the Sellers, subject to Section 7.17(c), undertakes, if requested by the Buyer in writing, to execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets, rights or contracts for no consideration to the Target Entities or any Company Subsidiary as nominated by the Buyer; provided that the Sellers shall indemnify the Buyer, the Target Entities and the Company Subsidiaries in relation to such transfer; and the Sellers shall, or shall ensure that the relevant member(s) of the Seller Group shall, as soon as reasonably practicable, account to the member of the Target Entities or any Company Subsidiary as nominated by the Buyer for any benefit arising in relation to any of the same and, pending such benefit being transferred to the Target Entities or any Company Subsidiary as nominated by the Buyer, the benefit shall be held on trust by the relevant member(s) of the Seller Group on behalf of the Target Entities or any Company Subsidiary as nominated by the Buyer. (c) Where a consent, approval, authorization or waiver is required from any third party to transfer any assets, rights or contracts under Section 7.17(a) or Section 7.17(b), the Buyer and the Sellers shall use all reasonable endeavors to obtain, or procure the Target Entities and the Company Subsidiaries or the Seller shallGroup (as the case may be) to obtain, any such consent, approval, authorization or waiver. Until such time as the relevant consent, approval, authorization or waiver is obtained: (i) neither the Buyer nor the Sellers shall have any obligation to comply with the transfer obligations in Section 7.17(a) or Section 7.17(b) in respect of such asset, right or Contract; and (ii) the Buyer and the Sellers undertake to perform, and procure that the Target Entities or Company Subsidiary (as applicable) or Seller Group (as the case may be) performs, the obligations in respect of any such contract to the extent permitted by law. (d) If, after Closing, any member of the Seller Group, the Target Entities or the Company Subsidiaries (i) owns any assets or rights; or (ii) is a party to any contract, which immediately prior to Closing related to both the Target Business and the Excluded Business, each of the Buyer and the Sellers shall co-operate in good faith with a view to achieving a fair resolution for both the Target Business and the Excluded Business. (e) Following the Closing any cash received by the Sellers in respect of any accounts receivable set forth on the Closing Statement shall be paid to the applicable Target Entities or Company Subsidiary. Any cash paid by the Sellers in respect of any accounts payable existing on the Closing Statement shall be reimbursed by the applicable Target Entity or Company Subsidiary to the Sellers. (f) Section 7.17(a) or Section 7.17(b) shall not apply to those assets, property and rights the use or benefit of which is provided pursuant any of the other Transaction Documents. (g) This Section 7.17 is made for the benefit of, and shall cause its Affiliates towith the prior written consent of the Buyer be enforceable by, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to Target Entities and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law)each Company Subsidiary.

Wrong Pockets. 11.1 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Seller or any other member of the Seller Group on or after Closing and in respect of the period on or after Closing and which relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over to the Purchaser (aor to such other member of the Purchaser's Group as the Purchaser may nominate) Ifand, following pending such payment, shall be held on trust (or procured to be held on trust) by the Closing, Seller or the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's Group on or after Closing and which relate to (i) any right, property assets or asset exclusive to or primarily belonging to liabilities of the Seller Group which did not form part of the Business (and not also for one Assets or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); the Assumed Liabilities or (ii) any right, property or asset not exclusive to or not primarily belonging which relates to the Business is found to have been transferred to Buyer or any operation of the Companies Business prior to the Closing shall be promptly paid in error, Buyer shall transfer, or shall cause accordance with Clause 11.3 to the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliateto such other member of the Seller's Group as the Seller may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Purchaser or the applicable member of the Purchaser's Group for the Seller (or such other member of the Seller's Group as the Seller may nominate); provided, that . The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the case relevant Party at the start of either clause the month following expiry of sixty (i60) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations calendar days from date of receipt of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the Businessquarterly invoice. (b) Each of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law).

Wrong Pockets. ‌ (a) If, at any time following the Closing, (i) any rightParty becomes aware that any Transferred Asset which should have been transferred, property conveyed, assigned or asset exclusive delivered to or primarily belonging Buyer pursuant to the Business (terms of this Agreement and the Transaction Documents was not also for one transferred, conveyed, assigned or more other businesses of Seller delivered to Buyer as contemplated by this Agreement and its Affiliates) is found to have been retained by Seller or any of its Affiliates in errorthe Transaction Documents, Seller shall transferthen the Sellers shall, or shall cause such Affiliate to their Affiliates to, (i) promptly transfer, at no costconvey, assign or deliver such right, property, or asset (and any related liability) as soon as practicable Transferred Asset to Buyer (or its designated Affiliate); or , in each case for no additional consideration and consistent with the terms of this Agreement, (ii) execute all instruments, agreements or documents as may be reasonably necessary for the purpose of transferring the relevant interests in the Transferred Assets (or part thereof) held by such Seller or such Seller’s Affiliate to Buyer, (iii) do all such further acts or things as may be reasonably necessary to validly effect the transfer and vest the relevant interest in such assets (or part thereof) in Buyer. (b) From and after the Closing, if any right, property or asset not exclusive to or not primarily belonging to the Business is found to have been transferred to Buyer Seller or any of the Companies in errortheir Affiliates receives any mail, Buyer shall transferpackages, invoice, service request information, data, document or other correspondence or communications, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and receives any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent or other funds or proceeds relating to Seller a Transferred Asset or on behalf of any Transferred Entity, or if Buyer or any of its Affiliates after the Closing Date by customersreceive any mail, suppliers packages, invoice, service request information, data, document or other contracting parties of the Business correspondence or communications, or receive any monies or checks or other funds or proceeds relating to the extent that they primarily relate to Sellers’ or are due to or from the Business. (b) Each of Buyer and Seller shalltheir Affiliates’ business, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, properties or assets described (other than the Transferred Assets or the Transferred Equity), such party shall promptly (and in any event within five (a)(i5) Business Days following receipt thereof) remit such mail, packages, correspondence, communications, monies, receivables, funds, request, information, data, document or proceeds to the other party (and any such amounts shall be treated as having been transferred to received by and owned held in trust by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Lawrelevant party).

Wrong Pockets. (a) IfSubject to Section 1.08, following if at any time after the Closing, (i) Closing Date either Buyer Parent or Seller Parent becomes aware that any right, property or asset exclusive of the Transferred Assets has not been transferred to or primarily belonging to the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller Buyer Parent or any of its Affiliates in error, Seller shall transfer, Subsidiaries or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and that any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to of the Business is found to have Excluded Assets has been transferred to Buyer Parent or any of the Companies in error, Buyer shall transferits Subsidiaries, or is owned by any Acquired Company (after giving effect to the Business Internal Reorganization), it shall cause promptly notify the applicable Company to transferother Party and Buyer Parent and Seller Parent shall, at no cost, such right, property or asset (and any related liability) as soon as practicable reasonably practicable, use best endeavors to Seller ensure that such property is transferred without delay, with any necessary prior third party consent or approval, to Buyer Parent or one of its Subsidiaries (or its designated Affiliate); provided, that in the case of either clause (iany such Transferred Asset) or Seller Parent or one of its Affiliates (ii), until in the case of any such transfer is completedExcluded Asset). (b) In the event that, on or after the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which SellerClosing Date, Buyer Parent or any of its Subsidiaries, on the one hand, or BuyerSeller Parent or any of its Subsidiaries, on the other hand, as applicableshall receive any payments, would obtain monies, checks, notes, drafts, instruments, properties or other funds due to the benefits and assume other Party pursuant to the obligations terms of this Agreement or any of the relevant rightother Transaction Documents, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller then it shall, or shall cause its applicable Affiliates Subsidiary to, hold such amounts in trust for the benefit of the other and promptly pay forward such payments, monies, checks, notes, drafts, instruments, properties or deliver other funds to such other Party. (c) The Parties acknowledge and agree there is no right of set-off regarding any transfers or payments pursuant to this Section 5.15 and a Party may not withhold assets or funds required to be transferred or forwarded pursuant to this Section 5.15 in the event there is a dispute regarding any other issue under any of the Transaction Documents. (d) Prior to any such transfer of assets pursuant to Section 5.15(a), each Party receiving or possessing such asset shall hold such asset in trust for the benefit, insofar as reasonably practicable and legally permissible, of the Party to whom such asset should rightfully belong (and at such Party’s sole expense) pursuant to this Agreement. To the extent that any Excluded Assets subject to transfer pursuant to Section 5.15(a) after the Closing Date from Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller Parent or any of its Affiliates Subsidiaries to Seller Parent or its Subsidiaries were included in the Closing Transferred Assets (and counted towards Closing Working Capital), Seller Parent shall repay to Buyer Parent or any of its Subsidiaries (as applicable) the value of such Excluded Assets incorrectly included in the Closing Transferred Assets (using the same euro value of such Excluded Assets). To the extent that any Transferred Assets subject to transfer pursuant to this Section 5.15 after the Closing Date by customers, suppliers from Seller Parent to Buyer Parent (or other contracting parties any of its Subsidiaries) are of the Business same nature and comply with the definition of the Closing Transferred Assets (and therefore they should have been counted towards Closing Working Capital), the Parties shall negotiate in good faith the euro value of such Transferred Assets and Buyer Parent or any of its Subsidiaries (as applicable) shall repay to Seller Parent (on behalf of the extent that they primarily relate to applicable Equity Selling Entity or are due to or Asset Selling Entity) the value of such Transferred Assets incorrectly omitted from the BusinessClosing Transferred Assets. (be) Each Solely for Intellectual Property assets or licenses of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat Intellectual Property that qualify for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (itransfer under Section 5.15(a), (ii) until such time as Buyer Parent, Seller Parent or (iiiany of their respective Subsidiaries, as applicable, transfers such Intellectual Property asset or license of Intellectual Property pursuant to Section 5.15(a), such entity hereby grants to the other Party and its Subsidiaries a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sub-licensable and transferable right and license (or sub-license, as the case may be) to fully use, practice and otherwise exploit such asset or license, effective as of Closing. (f) For the avoidance of doubt, the transfer or assumption of any assets or liabilities, as applicable, under this Section 5.15 shall be effected without additional consideration payable by any Party, except as specifically required otherwise by Applicable this Section 5.15. The obligations of the Parties under this Section 5.15 shall survive until the latest date permitted by applicable Law).

Wrong Pockets. (a) IfIn addition to any misdirected payments referenced in Section 6.6 to which each Seller is entitled, following the Closingany asset or any Liability, all other remittances and all mail and other communications that is an Excluded Asset or an Excluded Liability (i) pursuant to the terms of this Agreement or (ii) absent such agreement, as finally determined by the Bankruptcy Court pursuant to Section 12.2, and which comes into the possession, custody or control of Buyer (or its successors-in-interest, assigns or Affiliates) shall within ten (10) Business Days following receipt be transferred, assigned or conveyed by Buyer (and its respective successors-in-interest, assigns and Affiliates) to any Seller at such Seller’s cost. Until such transfer, assignment and conveyance, ▇▇▇▇▇, Buyer Guarantor, and their successors-in-interest, assigns and Affiliates, shall not have any right, property title or interest in or obligation or responsibility with respect to such asset exclusive or Liability except that Buyer shall hold such asset in trust for the benefit of any Seller. Buyer, Buyer Guarantor, and their successors-in-interest, assigns and Affiliates, shall have neither the right to or primarily belonging offset amounts payable to such Seller under this Section 6.13(a) against, nor the Business (and not also for one or more other businesses of Seller and right to contest its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate obligation to transfer, at no costassign and convey to such Seller because of, outstanding claims, Liabilities or obligations asserted by Buyer against such rightSeller including but not limited to pursuant to the Purchase Price adjustment of Section 1.9. For avoidance of doubt, property, or asset (in the event any portion of the Government Program Settlement Amount is released and paid by any related liability) as soon as practicable Government Program to Buyer (or its designated Affiliatesuccessors-in-interest, assigns or Affiliates); or (ii) any right, property or asset not exclusive to or not primarily belonging to the Business is found to have been transferred to Buyer or any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, pay such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that in the case of either clause (i) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations portion of the relevant right, property, or asset Government Program Settlement Amount to any Seller in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the Business6.13(a). (b) Each of Buyer In addition to any misdirected payments referenced in Section 6.7 to which ▇▇▇▇▇ is entitled, any asset or any Liability, all other remittances and Seller shall, all mail and shall cause its Affiliates to, other communications that is an Purchased Asset or an Assumed Liability (i) treat for all Tax purposes pursuant to the rights, property, terms of this Agreement or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes absent such agreement, as finally determined by the rights, property, or assets described in (a)(ii) as having remained with SellerBankruptcy Court pursuant to Section 12.2, and which comes into the possession, custody or control of any Seller (iiior its successors-in-interest, assigns or Affiliates) shall within ten (10) Business Days following receipt be transferred, assigned or conveyed by such Seller (and its successors-in-interest, assigns and Affiliates) to Buyer or Buyer’s designated Affiliate at Buyer’s cost. Until such transfer, assignment and conveyance, each Seller and its successors-in-interest, assigns and Affiliates shall not have any right, title or interest in or obligation or responsibility with respect to such asset or Liability except that such Seller shall hold such asset in trust for the benefit of Buyer. Any Seller or any Seller Party and their respective successors-in-interest and assigns shall have neither report the right to offset amounts payable to Buyer under this Section 6.13(b) against, nor treat the right to contest its obligation to transfer, assign and convey to Buyer because of, outstanding claims, Liabilities or obligations asserted by any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case Seller against Buyer including but not limited to pursuant to the Purchase Price adjustment of clause (i), (ii) or (iii), otherwise required by Applicable Law)Section 1.9.

Wrong Pockets. (a) If11.1 All payments, following rebates or other items from third parties which are received by the Closing, Seller or any other member of the Aspen Group on or after Completion and which relate to (i) the period after the Completion time; and (ii) the Commercialisation Business sold or any right, property or asset exclusive of the Commercialisation Business Assets transferred pursuant to or primarily belonging this Agreement shall be promptly paid over (and in any event within twenty (20) Business Days of such receipt) to the Business Purchaser (or to such other member of the Purchaser’s Group as the Purchaser may nominate) and, pending such payment, shall be held in trust (or procured to be held in trust) by the Seller or the applicable member of the Aspen Group for the Purchaser (or such other member of the Purchaser’s Group as the Purchaser may nominate). 11.2 All payments, rebates or other items from third parties which are received by the Purchaser or by any other member of the Purchaser’s Group on or after Completion and not also for which relate to (i) one or more other of the remaining businesses or assets of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); the Aspen Group or (ii) any rightassets or liabilities of the Aspen Group which did not form part of the Commercialisation Business Assets or the Assumed Liabilities transferred or assumed pursuant to this Agreement (including (i) notwithstanding the provisions of Clauses 17.1 and 17.2 any money, property rebates or asset not exclusive items received by any member of the Purchaser’s Group in respect of the Receivables; and (ii) any money, rebates or items received by any member of the Purchaser’s Group pursuant to a Commercialisation Business Contract or Shared Commercialisation Business Contract to the extent such money, rebates or items relate to the period prior to the Completion Time) shall be promptly paid over (and in any event within twenty (20) Business Days of such receipt) to the Seller (or to such other member of the Aspen Group as the Seller may nominate) and, pending such payment, shall be held in trust (or procured to be held in trust) by the Purchaser or the applicable member of the Purchaser’s Group for the Seller (or such other member of the Aspen Group as the Seller may nominate). 11.3 If the legal title to or the beneficial interest in any asset or liability: A. which is not primarily belonging exclusively used in or exclusively relating to the Commercialisation Business; and B. which is used in or relating to the Aspen Business and which is found to have been required in connection with or for use in such Aspen Business, is transferred to Buyer or vested in the Purchaser or any member of the Companies in errorPurchaser’s Group with the Commercialisation Business Assets or Assumed Liabilities, Buyer the Purchaser or that member of the Purchaser’s Group (as the case may be) shall transfer, be deemed to hold the asset or shall cause liability (a “Required Asset or Liability”) on trust and as bailee for the applicable Company to transferSeller or any member of the Aspen Group (as the case may be) and the Purchaser or that member of the Purchaser’s Group shall, at no costthe Seller’s request, such right, property or asset (and any related liability) as soon as practicable and on terms that no consideration is provided by any Person for such transfer: C. execute all such deeds or documents as may be necessary for the purpose of transferring (free of any Encumbrance created on or after Completion) the relevant interest in such Required Asset or Liability to the Seller or as it may direct; and D. do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Seller (for itself or its designated Affiliate); provided, that any member of the Aspen Group) may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Seller or any member of the Aspen Group as the case may be. 11.4 The Purchaser shall notify the Seller forthwith upon it coming to its attention that there are any Required Asset or Liability in its possession or control or that of either clause (i) any member of the Purchaser’s Group. 11.5 If the legal title to or (ii), until the beneficial interest in any such transfer asset or liability: A. which is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable used exclusively in or relates exclusively to the parties hereto under Commercialisation Business; and B. which Seller, on the one hand, is not an Excluded Asset or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, an Excluded Liability or asset used in accordance with this Agreement as if the relevant transfer had taken place. At or prior does not relate to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Aspen Business to the Companies. The parties hereto shall reasonably cooperate with each other and which is not required in connection with or for use in such Aspen Business, remains vested in the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties member of the Business Aspen Group after Completion, the Seller or that member of the Aspen Group (as the case may be) shall be deemed to hold the asset or liability (a “Missing Asset or Liability”) on trust and as bailee for the Purchaser, and the Seller or that member of the Aspen Group (as the case may be) shall, at the Purchaser’s request, as soon as practicable and on terms that no consideration is provided by any Person for such transfer: C. execute all such deeds or documents as may be necessary for the purpose of transferring (free of any Encumbrance created after Completion the relevant interest in the Missing Asset or Liability to the extent that they primarily relate Purchaser or as it may direct; and D. do or procure to be done all such further reasonable acts or are due to things and procure the execution of all such other documents as the Purchaser may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or from Liability in the BusinessPurchaser or as the Purchaser may direct. (b) Each 11.6 The Seller shall notify the Purchaser forthwith upon it coming to its attention that there is any Missing Asset or Liability in its possession or control or that of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes any member of the rights, property, or assets described in (a)(i) as having been Aspen Group. 11.7 Any asset transferred to and owned by the Person entitled Seller or to such assets as having been any other member of the Aspen Group pursuant to this Clause 11 shall be transferred for nil consideration. 11.8 Any asset transferred to and owned by Buyer at the Closing, (ii) treat Purchaser or to any other member of the Purchaser’s Group pursuant to this Clause 11 shall be transferred for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law)nil consideration.

Wrong Pockets. 14.1 Without limiting sub-Clause 17.6(B)(i) or sub-Clause 17.7(C), all payments from third parties which are received by the Seller or any other member of the GSK Group on or after Completion, to the extent to which they relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement and which do not constitute Excluded Assets shall be promptly paid over (aand in any event within 10 Business Days of such receipt) Ifto the Purchaser (or to such other member of the Purchaser’s Group as the Purchaser may nominate) and, following pending such payment, shall be held in trust (or procured to be held in trust) by the ClosingSeller or the applicable member of the GSK Group for the Purchaser (or such other member of the Purchaser’s Group as the Purchaser may nominate). 14.2 All payments from third parties which are received by the Purchaser or by any other member of the Purchaser’s Group on or after Completion, to the extent to which they relate to (i) any right, property or asset exclusive to or primarily belonging to the Business (and not also for one or more other of the remaining businesses or assets of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); the GSK Group or (ii) any rightassets or liabilities of the GSK Group which did not form part of the Business Assets or the Assumed Liabilities (including, property notwithstanding the provisions of Clauses 21.1 and 21.2, any money or asset not exclusive to items received by any member of the Purchaser’s Group in respect of the Receivables or not primarily belonging which constitute Excluded Assets) shall be promptly paid over (and in any event within 10 Business Days of such receipt) to the Business is found Seller (or to such other member of the GSK Group as the Seller may nominate) and, pending such payment, shall be held in trust (or procured to be held in trust) by the Purchaser or the applicable member of the Purchaser’s Group for the Seller (or such other member of the GSK Group as the Seller may nominate). 14.3 Without prejudice to any other provision of this Agreement, the parties agree that they do not intend for members of the Purchaser’s Group after Completion to be vested with, or otherwise to have been transferred to Buyer under their possession or control, any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (tangible or intangible and including any related liabilityrights pursuant to any contracts, arrangements and undertakings including, without limitation, any licences of Intellectual Property or know-how, but otherwise excluding Intellectual Property and know-how) as soon as practicable to Seller (or its designated Affiliate); providedwhich was, that in the case of either clause twenty-four (i24) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or months prior to the ClosingCompletion Date, Seller used by a member of the GSK Group other than exclusively in relation to the Business (“Non-Business Assets”). 14.4 Without prejudice to any restriction or limitation on the extent of any party’s obligations under this Agreement or to the provisions of Clause 26, if, after Completion, any party to this Agreement shall transferbecome aware that any Non-Business Asset is vested in, or otherwise under the possession or control of any member of the Purchaser’s Group, then the transfer of that Non-Business Asset shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by be regarded as void ab initio and the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller Purchaser shall, or shall cause its applicable Affiliates procure that any other relevant member of the Purchaser’s Group will, 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 Seller to vest such property or asset in, and transfer the possession and control of the same to, promptly pay the Seller or deliver a company nominated by the Seller as soon as reasonably practicable after so becoming aware. 14.5 Any property or asset transferred to Buyer the Seller or to any other member of the GSK Group pursuant to Clause 14.4 shall be transferred for an amount equal to the market value of such property or asset, which amount shall be paid by the Seller (on behalf of the relevant member of the GSK Group, as the case may be) to the Purchaser on the date of transfer of the property or asset and, at the same time, an equal and upwards adjustment shall be made by the Purchaser to the Seller as an adjustment to the consideration payable by the Purchaser under this Agreement and the amounts so payable shall be set off such that no funds shall flow in relation to that payment PROVIDED THAT the Seller shall indemnify the Purchaser (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties relevant member of the Business to Purchaser’s Group, as the extent that they primarily relate to or are due to or from the Business. (bcase may be) Each in full in respect of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position which the Purchaser (on or the relevant member of the Purchaser’s Group, as the case may be) is liable to pay as a Tax Return or otherwise) inconsistent with such treatment (unless, in case result of clause (i), (ii) or (iii), the transfer and/or the upward adjustment of the consideration which would not otherwise required by Applicable Law)been liable to pay but for the transfer and/or the upward adjustment of the consideration.

Wrong Pockets. (a) If, During the six (6) month period following the Closing, (i) if either the Buyer or any Selling Entity becomes aware that any right, property or asset exclusive to or primarily belonging forming part of the Purchased Assets has not been transferred to the Business (and not also for one Buyer or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) that any right, property or asset not exclusive to or not primarily belonging to forming part of the Business is found to have Excluded Assets has been transferred to Buyer or any of the Companies in errorBuyer, Buyer such Party shall transferpromptly notify the other Party and the Parties shall, or shall as soon as reasonably practicable thereafter, use commercially reasonable efforts to cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liabilityLiability) as soon as practicable to Seller be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consent, to (or its designated Affiliate); providedi) the Buyer, that in the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. b) From and after the Closing, if either clause the Buyer or any Selling Entity or any of their respective Affiliates receives any (i) funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such funds or property to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii)) mail, until courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any such transfer is completedother Transaction Document, the parties hereto receiving Party shall cooperate promptly use commercially reasonable efforts to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller(A) notify and (B) forward such document or property to, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits Party. c) From and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to after the Closing, Seller shall transfer, if either the Buyer or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller Selling Entity or any of its their respective Affiliates after the Closing Date by customers, suppliers or other contracting parties pays any amount to any third party in satisfaction of any Liability of the Business other Party pursuant to the extent that they primarily relate to terms of this Agreement or are due to or from the Business. (b) Each of Buyer and Seller shall, and shall cause its Affiliates toany other Transaction Document, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to paying Party shall promptly notify the other Party of such payment and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat to the extent the paying Party is not obligated to make such payment pursuant to the terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for all Tax purposes the rightsamount so paid by the paying Party to such third party (and, propertyfor the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return other Transaction Document or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law).

Wrong Pockets. To the extent that, during the two (2)-year period following the Closing Date, Purchaser, the Transferred Companies, Parent or any of their respective Affiliates discover (a) If, following the Closing, (i) any right, property or asset exclusive to or primarily belonging to the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liabilityother than Excluded IP) as soon as practicable to Buyer (or liability owned or held by Parent or its designated Affiliate); controlled Affiliates that was not owned or (ii) any right, property or asset not exclusive to or not held by the Transferred Companies at the Closing but was primarily belonging to the Business is found to have been transferred to Buyer or any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that used in the case of either clause (i) or (ii)Business, until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the Business. (b) Each of Buyer and Seller Parent shall, and shall cause its controlled Affiliates to, (i) treat for promptly assign and transfer all Tax purposes the rightsright, property, or assets described title and interest in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred or liabilities owned or held by Parent or its controlled Affiliates to the Transferred Companies or a designated assignee and owned by Buyer at the ClosingTransferred Companies and Purchaser shall promptly assume any such liabilities, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Sellerno additional consideration, and in the case any such asset or liability requires notice or approval in connection with the transfer of such asset or liability, Parent or its controlled Affiliates, as applicable, shall use reasonable best efforts to make or obtain such notice or approval and hold such assets in trust for the Transferred Companies (iiito the extent permitted by Law) neither report nor treat until such time as the required notices or approvals have been made or obtained; provided, that, none of Parent, Purchaser, the Transferred Companies or any Tax position of their respective controlled Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (on a Tax Return financial or otherwise) inconsistent to any third party in consideration therewith, or (b) any asset or liability owned or held by Purchaser or the Transferred Companies or any of their respective controlled Affiliates that was owned or held by the Transferred Companies at the Closing but was primarily used in the business of Parent and its controlled Affiliates other than the Business, Purchaser shall and shall cause the Transferred Companies and their respective controlled Affiliates to, promptly assign and transfer all right, title and interest in any such asset or liability owned or held by Purchaser, the Transferred Companies or their respective controlled Affiliates to Parent or its designated assignee, and Parent shall promptly assume any such liabilities, for no additional consideration, and in the case any such asset or liability requires notice or approval in connection with the transfer of such treatment (unlessasset or liability, in case of clause (iPurchaser or its controlled Affiliate(s), as applicable, shall use reasonable best efforts to make or obtain such notice or approval and hold such assets in trust for Parent (iito the extent permitted by Law) until such time as the required notices or approvals have been made or obtained; provided, that, none of Parent, Purchaser, the Transferred Companies or any of their respective controlled Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (iii), otherwise required by Applicable Law)financial or otherwise) to any third party in consideration therewith.

Wrong Pockets. (1) If at any time following Completion, either party becomes aware that (a) If, following any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the Closing, 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (ib) any rightemployee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, property owned by or asset exclusive to or primarily belonging to vested in a member of the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller Retained Group in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transferthat fact. Thereafter, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer the request of the Vendor (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to at the Business is found to have been transferred to Buyer or any request of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate); provided, that either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) or the recipient shall promptly provide to the payer a valid VAT invoice, and (ii)) except where the reverse charge procedure applies, until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable and subject to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations provision of the relevant right, property, or asset a valid VAT invoice in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause its applicable Affiliates to, promptly pay or deliver to Buyer (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties of the Business to the extent that they primarily relate to or are due to or from the Business. (b) Each of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless, in case of clause (i), (ii) or (iii), otherwise required by Applicable Law)in addition to that payment the payer shall pay to the recipient any VAT due.

Wrong Pockets. 14.1 All payments from third parties which are received by the Seller or any other member of the GSK Group on or after Completion, to the extent to which they relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement and which do not constitute Excluded Assets shall be promptly paid over (aand in any event within ten (10) IfBusiness Days of such receipt) to the Purchaser (or to such other member of the Purchaser’s Group as the Purchaser may nominate) and, following pending such payment, shall be held in trust (or procured to be held in trust) by the ClosingSeller or the applicable member of the GSK Group for the Purchaser (or such other member of the Purchaser’s Group as the Purchaser may nominate). 14.2 All payments from third parties which are received by the Purchaser or by any other member of the Purchaser’s Group on or after Completion, to the extent to which they relate to (i) any right, property or asset exclusive to or primarily belonging to the Business (and not also for one or more other of the remaining businesses or assets of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); the GSK Group or (ii) any rightassets or liabilities of the GSK Group which did not form part of the Business Assets or the Assumed Liabilities (including, property notwithstanding the provisions of Clauses 20.1 and 20.2, any money or asset not exclusive to items received by any member of the Purchaser’s Group in respect of the Receivables or not primarily belonging which constitute Excluded Assets) shall be promptly paid over (and in any event within 10 Business Days of such receipt) to the Business is found Seller (or to such other member of the GSK Group as the Seller may nominate) and, pending such payment, shall be held in trust (or procured to be held in trust) by the Purchaser or the applicable member of the Purchaser’s Group for the Seller (or such other member of the GSK Group as the Seller may nominate). 14.3 Without prejudice to any other provision of this Agreement, the parties agree that they do not intend for members of the Purchaser’s Group after Completion to be vested with, or otherwise to have been transferred to Buyer under their possession or control, any of the Companies in error, Buyer shall transfer, or shall cause the applicable Company to transfer, at no cost, such right, property or asset (tangible or intangible and including any related liabilityrights pursuant to any contracts, arrangements and undertakings including, without limitation, any licences of Intellectual Property or know-how, but otherwise excluding Intellectual Property and know-how) as soon as practicable to Seller (or its designated Affiliate); providedwhich was, that in the case of either clause twenty-four (i24) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or months prior to the ClosingCompletion Date, Seller used by a member of the GSK Group other than exclusively in relation to the Business (“Non-Business Assets”). 14.4 Without prejudice to any restriction or limitation on the extent of any party’s obligations under this Agreement or to the provisions of Clause 25, if, after Completion, any party to this Agreement shall transferbecome aware that any Non-Business Asset is vested in, or otherwise under the possession or control of any member of the Purchaser’s Group, then the transfer of that Non-Business Asset shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by be regarded as void ab initio and the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller Purchaser shall, or shall cause its applicable Affiliates procure that any other relevant member of the Purchaser’s Group will, 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 Seller to vest such property or asset in, and transfer the possession and control of the same to, promptly pay the Seller or deliver a company nominated by the Seller as soon as reasonably practicable after so becoming aware. 14.5 Any property or asset transferred to Buyer the Seller or to any other member of the GSK Group pursuant to Clause 14.4 shall be transferred for an amount equal to the market value of such property or asset, which amount shall be paid by the Seller (on behalf of the relevant member of the GSK Group, as the case may be) to the Purchaser on the date of transfer of the property or asset and, at the same time, an equal and upwards adjustment shall be made by the Purchaser to the Seller as an adjustment to the consideration payable by the Purchaser under this Agreement and the amounts so payable shall be set off such that no funds shall flow in relation to that payment PROVIDED THAT the Seller shall indemnify the Purchaser (or its designated Affiliate) any invoices, notices, monies or checks that have been sent to Seller or any of its Affiliates after the Closing Date by customers, suppliers or other contracting parties relevant member of the Business to Purchaser’s Group, as the extent that they primarily relate to or are due to or from the Business. (bcase may be) Each in full in respect of Buyer and Seller shall, and shall cause its Affiliates to, (i) treat for all Tax purposes the rights, property, or assets described in (a)(i) as having been transferred to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closing, (ii) treat for all Tax purposes the rights, property, or assets described in (a)(ii) as having remained with Seller, and (iii) neither report nor treat any Tax position which the Purchaser (on or the relevant member of the Purchaser’s Group, as the case may be) is liable to pay as a Tax Return result of the transfer and/or the upward adjustment of the consideration and which the Purchaser (or otherwisethe relevant member of the Purchaser’s Group, as the case may be) inconsistent with would not otherwise been liable to pay but for such treatment (unless, in case transfer and/or the upward adjustment of clause (i), (ii) or (iii), otherwise required by Applicable Law)the consideration.

Wrong Pockets. (a) If, following after the ClosingClosing Date, (i) Seller or its Affiliates finds that it has retained or received any rightfunds, assets, property or asset exclusive to or primarily belonging to the Business (and not also for one or more other businesses of Seller and its Affiliates) is found to have been retained by Seller or any of its Affiliates in error, Seller shall transfer, or shall cause such Affiliate to transfer, at no cost, such right, property, or asset (and any related liability) as soon as practicable to Buyer (or its designated Affiliate); or (ii) any right, property or asset not exclusive to or not primarily belonging to the Business is found to rights that should have been transferred to Buyer or any the Acquired Companies as a result of the Companies in error, Buyer shall transfer, Reorganization or shall cause otherwise (the applicable Company to transfer, at no cost, such right, property or asset (and any related liability) as soon as practicable to Seller (or its designated Affiliate“Other Assets”); provided, that in the case of either clause (i) or (ii), until any such transfer is completed, the parties hereto shall cooperate to structure alternative arrangements reasonably acceptable to the parties hereto under which Seller, on the one hand, or Buyer, on the other hand, as applicable, would obtain the benefits and assume the obligations of the relevant right, property, or asset in accordance with this Agreement as if the relevant transfer had taken place. At or prior to the Closing, Seller shall transfer, or shall cause such Affiliate to transfer all licenses related to PTC/Creo software engineering used by the Business to the Companies. The parties hereto shall reasonably cooperate with each other in connection with the transfers contemplated by this Section 5.16. In addition, Seller shall, or shall cause one of its applicable Affiliates to, remit or transfer any such Other Assets promptly pay or deliver to Buyer (or its designated Affiliate) . If, after the Closing Date, Buyer or its Affiliates finds that it has been transferred, or has received, any invoicesfunds, noticesassets, monies property or checks rights that should have been sent retained by the Retained Business (the “Misplaced Assets”), Buyer shall, or shall cause one of its Affiliates to, remit or transfer any such Misplaced Assets promptly to Seller or any of its Affiliates after Affiliate. Without limiting the Closing Date by customers, suppliers or other contracting parties generality of the Business foregoing, with respect to any Misplaced Asset or Other Asset, the extent that they primarily relate to or are due to or from the Business. (b) Each of Buyer and Seller Parties shall, and shall cause its their respective Affiliates to, (i) treat execute all such agreements, deeds or other documents as may be necessary for all Tax the purposes the rightsof transferring, propertyassigning and conveying such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as applicable, or assets described the relevant interests in (a)(i) as having been transferred them to and owned by the Person entitled to such assets as having been transferred to and owned by Buyer at the Closingother Party, (ii) treat obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning, and conveying such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as applicable or the relevant interests in them to the other Party, (iii) complete all Tax purposes such further acts or things as the rightsother Party may reasonably direct in order to transfer, propertyassign, and convey such Misplaced Assets (or parts thereof) or Other Assets (or part thereof), as applicable, or assets described the relevant interests in them to the other Party, (a)(iiiv) hold such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as having remained with Sellerapplicable, or relevant interest in such Misplaced Assets or Other Assets, as applicable, in trust for the other Party (to the extent permitted by applicable Law) until such time as the transfer is validly effected to vest the asset (or part thereof) or relevant interest in such Misplaced Asset or Other Asset, as applicable, to the other Party, and (iiiv) neither report nor treat until such time as such Misplaced Asset or Other Asset, as applicable, is transferred to the appropriate Party, comply with all applicable covenants and obligations with respect to any Tax position (on a Tax Return such Misplaced Assets or otherwise) inconsistent with Other Assets, as applicable, held by it, including the payment of any costs and expenses in connection therewith, which shall be performed by such treatment (unlessParty or its applicable Affiliate for the other Party’s account, in case of clause (i)and such other Party shall promptly reimburse such party for any such out-of-pocket costs, (ii) expenses or (iii), otherwise required by Applicable Law)payments.