Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) To the extent that, from time to time after the Closing Date, Acquiror, the Shareholder or any of their Affiliates identify any assets or liabilities related to the Business that are in the possession of the Shareholder or its Affiliates, the Shareholder shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other items generated to be for the account of Acquiror. (b) To the extent that, from time to time after the Closing Date, Acquiror, the Shareholder or any of their Affiliates identify any assets or liabilities not related to the Business or that otherwise is used or held for use in the business of the Shareholder (provided that it is not the Restricted Business) that are in the possession of Acquiror or any Affiliate of Acquiror, Acquiror shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(ties). (c) If any transfer is made pursuant to this Section 5.16, no consideration shall be provided to any Person in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the parties.

Wrong Pockets. (a) To the extent that, from time to If at any time after the Closing DateClosing: (i) Any member of the Remaining Seller Group receives (A) any refund or other amount that is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement or (B) any refund or other amount that is related to claims or other matters for which Purchaser is responsible hereunder, Acquirorand which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the Shareholder terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser; or (ii) Purchaser or any of their its Affiliates identify receives (A) any assets refund or liabilities other amount that is an Excluded Asset or is otherwise properly due and owing to any member of the Remaining Seller Group in accordance with the terms of this Agreement, or (B) any refund or other amount that is related to the Business that are in the possession claims or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to any member of the Shareholder or its AffiliatesRemaining Seller Group in accordance with the terms of this Agreement, the Shareholder Purchaser promptly shall remit, or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other items generated to be for the account of Acquirorremitted, such amount to Seller. (b) To the extent that, from time to If at any time after the Closing DateClosing, Acquiror, the Shareholder Purchaser or any of their its Affiliates identify shall receive or otherwise possess any assets asset or liabilities not related liability that should belong to any member of the Remaining Seller Group pursuant to this Agreement, Purchaser shall, except to the Business extent the asset is not transferable as provided in Section 2.06 or that otherwise is used Section 2.07 promptly notify and transfer, or held for use in cause to be transferred, such asset or liability to Seller or any of its Affiliates. If at any time after the business Closing, any member of the Shareholder (provided Remaining Seller Group shall receive or otherwise possess any asset or liability that it should belong to Purchaser or any of its Affiliates pursuant to this Agreement, Seller shall, except to the extent the asset is not the Restricted Business) that are transferable as provided in the possession of Acquiror Section 2.06 or Section 2.07, promptly notify and transfer, or cause to be transferred, such asset or liability to Purchaser or any Affiliate of Acquirorits Affiliates. Prior to any such transfer of assets pursuant to this Section 6.07(b), Acquiror shall Seller and Purchaser agree that the Person receiving or shall cause the applicable entity to use commercially reasonable efforts to locate possessing such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror asset shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, such asset in trust for the benefit and account of the Shareholder, and shall take commercially reasonable steps Person to protect and preserve any Confidential Information contained in whom such asset(s) or liability(ties)asset should rightfully belong pursuant to this Agreement. (c) If at any time there exist (i) assets that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, transferred to Purchaser or retained by Seller or any of their respective Affiliates or (ii) Liabilities that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, assumed by Purchaser or retained by Seller or any of their respective Affiliates, then the parties shall cooperate in good faith to effect the transfer or retransfer of such misallocated assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the assets to be transferred to or Liabilities to be assumed by Purchaser or retained by Sellers or any of their respective Affiliates. (d) Seller and Purchaser agree that at all times from and after the Closing, if an Action is made pursuant commenced by a third party naming both parties (or any Affiliate of such party) as defendants and with respect to which a named party (or any Affiliate of such party) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named party under this Agreement, then the other party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Action. (e) Each party hereto shall cooperate with each other party hereto and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 5.166.07. (f) For the avoidance of doubt, no consideration the transfer or assumption of any assets or Liabilities under this Section 6.07 shall be provided to effected without any Person in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the partiesadditional consideration payable by any party hereto.

Wrong Pockets. (a) To In the extent that, event that at any time or from time to time after the Closing DateClosing, Acquiror, the Shareholder Buyer or any of their Affiliates identify any assets or liabilities related to the Business that are in the possession of the Shareholder or its Affiliates, including the Shareholder PSI Subsidiaries, is in possession of (i) any funds (including any refund or other amount relating to claims (including workers’ compensation), litigation, insurance or other matters) that is properly due, deliverable or owing to any Seller or any Non-PSI Subsidiary or (ii) Excluded Assets, Buyer shall promptly transfer, or cause its applicable Affiliate to transfer, such funds or Excluded Assets to Seller Parent (or an applicable Affiliate of Seller Parent), for no additional consideration and net of Buyer’s reasonable out-of-pocket costs to effectuate such transfer. Prior to any such transfer, Buyer shall, or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the its applicable Affiliate to, preserve the value of and hold in trust for the use and benefit of Seller Parent such funds and assets and provide to Seller Parent or its nominated Affiliate all of the Shareholder benefits arising from such funds and assets and otherwise cause such funds and assets to be used as reasonably instructed by Seller Parent. The provisions of this Section 5.05(a) shall hold the applicable asset(s) and/or liability(ies)not apply to Tax refunds, as applicableTax assets, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other items generated to be for the account in respect of AcquirorTaxes. (b) To In the extent that, event that at any time or from time to time after the Closing DateClosing, Acquiror, the Shareholder Seller Parent or any of their Affiliates identify its Affiliates, including the Non-PSI Subsidiaries, is in possession of (i) any assets funds (including any refund or liabilities not related other amount relating to the Business claims (including workers’ compensation), litigation, insurance or that otherwise is used or held for use in the business of the Shareholder (provided that it is not the Restricted Businessother matters) that are in the possession of Acquiror is properly due, deliverable or owing to Buyer or any PSI Subsidiary or (ii) Purchased Assets, Seller Parent shall promptly transfer, or cause its applicable Affiliate to transfer, such funds and/or assets to Buyer (or an applicable Affiliate of AcquirorBuyer), Acquiror shall for no additional consideration and net of Seller Parent’s reasonable out-of-pocket costs to effectuate such transfer. Prior to any such transfer, Seller Parent shall, or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the its applicable Affiliate to, preserve the value of Acquiror and hold in trust for the use and benefit of Buyer such funds and assets and provide to Buyer or its nominated Affiliate all of the benefits arising from such funds and assets and otherwise cause such funds and assets to be used as reasonably instructed by Buyer. The provisions of this Section 5.05(b) shall hold the applicable asset(s) or liability(ties) (including any gainsnot apply to Tax refunds, incomeTax assets, Losses or other items generated therefrom), as applicable, for the benefit and account in respect of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(ties)Taxes. (c) If If, following the Closing: (i) the Sellers or their respective Affiliates make any transfer is made pursuant to this Section 5.16payment or discharge of an Assumed Liability, no consideration the Buyer shall be provided to any Person in respect (or shall procure that its relevant Affiliate shall) reimburse such Seller or its relevant Affiliate within ten (10) Business Days of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives receipt of a demand (together with a view to ensuring that from an economic standpoint evidence of the relevant transfer is neutral payment or discharge) for such payment or discharge; or (ii) the partiesBuyer or its Affiliates make any payment or discharge of an Excluded Liability, the Buyer shall (or shall procure that its relevant Affiliate shall) reimburse Seller Parent or its relevant Affiliate within ten (10) Business Days of receipt of a demand (together with evidence of the relevant payment or discharge) for such payment or discharge, and in each case such payment shall not result in any further adjustment to the Purchase Price.

Wrong Pockets. (a) To In the extent event that, at any time or from time to time after the Closing Dateand prior to the first anniversary thereof, Acquiror, the Shareholder (a) Parent or any of their Affiliates identify its Subsidiaries receives or otherwise possesses any assets asset (including any payments or liabilities related any mail (including electronic mail)) or is liable for any Liability that was reflected in the Closing Tangible Book Value (for this purpose, for the avoidance of doubt, after giving effect to the Business that are in the possession Pre-Closing Dividend) and therefore should belong to Acquiror or any of the Shareholder Company Group Entities pursuant to the terms of this Agreement, Parent shall, as promptly as practicable, transfer, or cause to be transferred, such asset or Liability to the appropriate Company Group Entity, as designated by the Acquiror (and Parent shall be responsible for all out-of-pocket costs incurred by Parent or any of its AffiliatesAffiliates to effect such transfer and, the Shareholder shall prior to any such transfer, Parent shall, or shall cause its Affiliates to, hold such asset in trust for the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate benefit of the Shareholder shall hold the applicable asset(s) and/or liability(iesAcquiror), as applicableor (b) the Acquiror or any of its Subsidiaries, including any of the Company Group Entities, receives or otherwise possesses any asset (including any payments or any mail (including electronic mail)) or Liability that was not reflected in the Closing Tangible Book Value (for this purpose, for the benefit avoidance of doubt, after giving effect to the Pre-Closing Dividend) and account relates materially to any business of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicableParent or any of its Subsidiaries (excluding, for the benefit and account avoidance of doubt, the businesses conducted by the Company Group Entities) pursuant to the terms of this Agreement, the Acquiror with all gainsshall as promptly as practicable transfer, income, Losses or other items generated cause to be for the account of Acquiror. (b) To the extent thattransferred, from time such asset or Liability to time after the Closing Date, Acquiror, the Shareholder Parent or any of their Affiliates identify any assets or liabilities not related to its Subsidiaries, as designated by Parent, in each case of clause (a) and (b), for no additional consideration (and Parent shall reimburse the Business or that otherwise is used or held Acquiror for use in all out-of-pocket costs reasonably incurred by the business of the Shareholder (provided that it is not the Restricted Business) that are in the possession of Acquiror or any Affiliate of Acquirorits Affiliates to effect such transfer and, prior to any such transfer, the Acquiror shall shall, or shall cause the applicable entity to use commercially reasonable efforts to locate its respective Affiliates to, hold such items and take such action as is necessary to put the Shareholder asset in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, trust for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(tiesParent). (c) If any transfer is made pursuant to this Section 5.16, no consideration shall be provided to any Person in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the parties.

Wrong Pockets. (a) To the extent that, from time to If at any time after the Closing Date(i) any of TKO or its Affiliates (including the Transferred Entities) receives (x) any monies, Acquirorchecks, refunds or other amounts which are (or represent the Shareholder proceeds of) an Excluded Asset or is otherwise properly due and owing to any member of the Remaining EDR Group in accordance with the terms of this Agreement, or (y) any other amount for an Excluded Liability, or refund or other amount which is related to claims or other matters for which the EDR Parties are responsible hereunder (which amount is not a Transferred Asset), then, in each case, TKO promptly shall remit, or shall cause to be remitted, such amount to the EDR Parties, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (b) If at any time during the five- (5-) year period after the Closing, TKO or any of its Affiliates (including the Transferred Entities) shall receive or otherwise possess any asset that is an Excluded Asset or that otherwise should belong to any member of the Remaining EDR Group pursuant to this Agreement, TKO shall (i) promptly notify and transfer, or cause to be transferred, such asset to the EDR Parties or any of their Affiliates identify and (ii) hold, and shall cause its Affiliates to hold, the relevant Excluded Asset, in trust for the EDR Group until such time as the transfer is validly effected such Excluded Asset with the EDR Group or their Affiliates. If at any assets or liabilities related to time during the Business that are in five- (5-) year period after the possession Closing, any member of the Shareholder Remaining EDR Group shall receive or its Affiliatesotherwise possess any Transferred Liability, the Shareholder EDR Parties shall promptly notify and transfer, or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other items generated to be for the account of Acquiror. (b) To the extent thattransferred, from time such Transferred Liability to time after the Closing Date, Acquiror, the Shareholder TKO or any of their Affiliates identify its Affiliates. Prior to any such transfer of assets pursuant to this Section 6.06(b), the EDR Parties and TKO agree that the party who receives or liabilities not related to the Business or that otherwise is used or held for use in the business of the Shareholder (provided that it is not the Restricted Business) that are in the possession of Acquiror or any Affiliate of Acquiror, Acquiror shall or shall cause the applicable entity to use commercially reasonable efforts to locate possesses such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror asset shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, such asset in trust for the benefit and account of the Shareholder, and shall take commercially reasonable steps each party to protect and preserve any Confidential Information contained in whom such asset(s) or liability(ties)asset should rightfully belong pursuant to this Agreement. (c) If at any time after the Closing, (i) any member of the Remaining EDR Group receives (x) any monies, checks, refunds or other amounts which are (or otherwise represent the proceeds of) a Transferred Asset or is otherwise properly due and owing to any Transferred Entity in accordance with the terms of this Agreement or (y) any other amount for a Transferred Liability, or refund or other amount which is related to claims or other matters for which the TKO Parties are responsible hereunder (which amount is not an Excluded Asset), then, in each case the EDR Parties, or another member of the Remaining EDR Group, promptly shall remit, or shall cause to be remitted, such amount to TKO or the applicable Transferred Entity, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (d) If at any time during the five- (5-) year period after the Closing, any member of the Remaining EDR Group shall receive or otherwise possess any asset that is a Transferred Asset or should belong to Transferred Entities pursuant to this Agreement, the EDR Parties shall (i) promptly notify and transfer, or cause to be transferred, such asset to the applicable Transferred Entity and (ii) hold, and shall cause its Affiliates to hold, the relevant Transferred Asset, in trust for TKO or the Transferred Entities until such time as the transfer is made validly effected to vest such Transferred Asset with TKO or its Affiliate. If at any time during the five- (5-) year period after the Closing, any Transferred Entity shall receive or otherwise possess any Excluded Liability, the applicable Transferred Entity shall promptly notify and transfer, or cause to be transferred, such Transferred Liability to the EDR Parties or any other member of the Remaining EDR Group. Prior to any such transfer of assets pursuant to this Section 5.166.06(d), no consideration the EDR Parties and TKO agree that the party who receives or possesses such asset shall hold such asset in trust for each party to whom such asset should rightfully belong pursuant to this Agreement. (e) TKO and the EDR Parties shall cooperate with each other and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 6.06. (f) For the avoidance of doubt, the transfer or assumption of any assets or Liabilities under this Section 6.06 shall be provided effected without any additional consideration payable by any party hereto. (g) Notwithstanding anything to any Person the contrary herein, this Section 6.06 shall not apply to the matters set forth in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the partiesSection 5.15.

Wrong Pockets. (a) To If at any time during the extent that, from time to time two- (2-) year period after the Closing Date, Acquiror, the Shareholder or (i) any of their Acquiror or its Affiliates identify (including the Transferred Entities) receives (x) any assets refund or liabilities other amount which is an Excluded Asset or is otherwise due and owing to any member of the Remaining Transferor Group in accordance with the terms of this Agreement, or (y) any refund or other amount which is related to claims or other matters for which Transferor is expressly responsible hereunder, and which amount is not a Transferred Asset, or is otherwise due and owing to any member of the Business Remaining Transferor Group in accordance with the terms of this Agreement or (ii) any member of the Remaining Transferor Group pays any amounts that are in the possession respect of the Shareholder or its Affiliatesa Transferred Liability, the Shareholder then, in each case, subject to Acquiror’s good faith review and confirmation of Transferor’s entitlement, Acquiror promptly shall remit, or shall cause the applicable entity to use commercially reasonable efforts be remitted, such amount to locate Transferor, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses refund or other items generated to be for the account of Acquiroramount. (b) To If at any time during the extent that, from time to time two- (2-) year period after the Closing DateClosing, Acquiror, the Shareholder Acquiror or any of their its Affiliates identify (including the Transferred Entities) receives or otherwise possesses any assets asset that should not have been transferred pursuant to this Agreement, Acquiror shall promptly notify and transfer, or liabilities not related cause to be transferred, such asset to Transferor or any of its Affiliates at Transferor’s sole cost and expense. If at any time during the Business Pre-Closing Period or that otherwise is used or held for use in the business two- (2-) year period after the Closing, any member of the Shareholder Remaining Transferor Group receives or otherwise possesses any Transferred Liability that is required to be transferred to Acquiror under this Agreement, Transferor shall, subject to (provided i) Transferor providing written notice identifying the liability with reasonable specificity and (ii) Acquiror’s good faith confirmation that it is not the Restricted Business) that are in the possession of such liability should be transferred pursuant to this Agreement, promptly notify and transfer, or cause to be transferred, such Transferred Liability to Acquiror or any Affiliate of its Affiliates (the recipient of such Transferred Liability being at Acquiror’s sole discretion) at Transferor’s sole cost and expense. Prior to any such transfer of assets by Acquiror pursuant to this Section 6.05(b), Transferor and Acquiror shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, agree that Acquiror or its Affiliates (including the applicable Affiliate of Acquiror Transferred Entities) who receive or possess such asset shall hold such asset in a custodial capacity and not as trustee or fiduciary, solely for the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicablelimited purpose of facilitating its transfer in accordance with this Agreement, for the benefit and account each member of the ShareholderRemaining Transferor Group to whom such asset should rightfully belong pursuant to this Agreement. Neither Acquiror nor any of its Affiliates shall have any duty to use, and maintain, or otherwise safeguard such asset in any manner beyond reasonable commercial efforts. Transferor shall take commercially promptly reimburse Acquiror for all reasonable steps to protect and preserve any Confidential Information contained out-of-pocket costs incurred in holding, safeguarding, or transferring such asset(s) or liability(ties)asset. (c) If at any time during the Pre-Closing Period or the two- (2-) year period after the Closing (i) any member of the Remaining Transferor Group receives any refund or other amount which is a Transferred Asset or is otherwise due and owing to any Transferred Entity in accordance with the terms of this Agreement, hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to any Transferred Entity in accordance with the terms of this Agreement or (ii) Acquiror or any Transferred Entity pays any amounts that are in respect of any Excluded Liability, then, in each case, subject to Transferor’s good faith review and confirmation of Acquiror’s entitlement, Transferor, or another member of the Remaining Transferor Group, promptly shall remit, or shall cause to be remitted, such amount to Acquiror or the applicable Transferred Entity, net of any out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (d) If at any time during the Pre-Closing Period or the two- (2-) year period after the Closing, any member of the Remaining Transferor Group receive or otherwise possesses any asset that should belong to the Transferred Entities pursuant to this Agreement, Transferor shall promptly notify and transfer, or cause to be transferred, such asset to the applicable Transferred Entity. If at any time during the Pre-Closing Period or the two- (2-) year period after the Closing, any Transferred Entity receives or otherwise possesses any Excluded Liability, the applicable Transferred Entity shall promptly notify and transfer, or cause to be transferred, such Excluded Liability to Transferor or any other member of the Remaining Transferor Group. Prior to any such transfer is made of assets by Acquiror pursuant to this Section 5.166.05(d), no consideration Transferor and Acquiror agree that Transferor or the applicable member of the Remaining Transferor Group who receive or possess such asset shall hold such asset in trust for each Transferred Entity to whom such asset should rightfully belong pursuant to this Agreement. Neither Transferor nor any of its Affiliates shall have any duty to use, maintain, or otherwise safeguard such asset in any manner beyond reasonable commercial efforts. Acquiror shall promptly reimburse Transferor for all reasonable out-of-pocket costs incurred in holding, safeguarding, or transferring such asset. (e) Acquiror and Transferor shall cooperate with each other and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 6.05. (f) For the avoidance of doubt, the transfer or assumption of any assets or Liabilities under this Section 6.05 shall be provided to effected without any Person in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the partiesadditional consideration payable by any party hereto.

Wrong Pockets. 18.1 If and to the extent that legal title to or beneficial interest in any Transferred Asset remains vested in any member of the Selling Group after Completion or any member of the Selling Group after Completion has any interest in such Transferred Asset, then: (aA) To as soon as reasonably practicable after any member of the Selling Group or, as the case may be, any member of the Purchaser’s Group, becomes aware that a Transferred Asset is owned by a member of the Selling Group after Completion, the Seller or, as the case may be, the Purchaser, shall notify the Purchaser or, as the case may be, the Seller, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Selling Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Asset Transfer Price being made, the Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller; (D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller’s reasonable control, or it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall): (i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a “TSA Asset”); or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (ii) transfer to the Purchaser or a company nominated by the Purchaser a substantially equivalent asset to the relevant Transferred Asset (a “Substitute Asset”) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or (iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties; (E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and (F) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. 18.2 If, and to the extent that, from time legal title to time or beneficial interest in any Excluded Asset is vested in any member of the Purchaser’s Group after Completion or any member of the Closing DatePurchaser’s Group after Completion has any interest in such Excluded Asset, Acquirorthen: (A) as soon as reasonably practicable after any member of the Purchaser’s Group or, as the case may be, any member of the Selling Group, becomes aware that such Excluded Asset is owned by a member of the Purchaser’s Group after Completion, the Shareholder Purchaser or, as the case may be, the Seller, shall notify the Seller or, as the case may be, the Purchaser, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall procure that such Excluded Asset is transferred to the Seller or a company nominated by the Seller for consideration in cash equal the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Excluded Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Purchaser’s Group (or any of their Affiliates identify any assets or liabilities related to the Business that are in the possession company which is a member of the Shareholder or its Affiliates, same group for VAT purposes as the Shareholder shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate relevant member of the Shareholder shall hold the applicable asset(sPurchaser’s Group) and/or liability(ies), as applicable, for the benefit and is required to account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other items generated to be for the account of Acquiror. (b) To the extent that, from time to time after the Closing Date, Acquiror, the Shareholder or any of their Affiliates identify any assets or liabilities not related to the Business or that otherwise is used or held for use in the business of the Shareholder (provided that it is not the Restricted Business) that are in the possession of Acquiror or any Affiliate of Acquiror, Acquiror shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(ties). (c) If any transfer is made pursuant to this Section 5.16, no consideration shall be provided to any Person in respect of such transfer. The parties transfer and the Seller shall, or shall use reasonable best efforts to structure procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser shall pay to the Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. amount in an equitable manner respect of VAT paid pursuant to sub-clause 14.2(B) for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint which neither the Seller nor the relevant transfer nominated company nor any company which is neutral a member of the same group for VAT purposes as the partiesSeller or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Seller acting in good faith certified by the Seller in writing to the Purchaser; (D) the Seller shall provide such assistance to the Purchaser as the Purchaser may reasonably require to enable it to carry out its obligations under this sub-clause 18.2; and (E) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.2 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group.

Wrong Pockets. 18.1 If and to the extent that legal title to or beneficial interest in any Transferred Asset remains vested in any member of the Selling Group after Completion or any member of the Selling Group after Completion has any interest in such Transferred Asset, then: (aA) To as soon as reasonably practicable after any member of the Selling Group or, as the case may be, any member of the Purchaser’s Group, becomes aware that a Transferred Asset is owned by a member of the Selling Group after Completion, the Seller or, as the case may be, the Purchaser, shall notify the Purchaser or, as the case may be, the Seller, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Selling Group (or any company which is a member of the same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Asset Transfer Price being made, the Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller; [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller’s reasonable control, or it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall): (i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a “TSA Asset”); or (ii) transfer to the Purchaser or a company nominated by the Purchaser a substantially equivalent asset to the relevant Transferred Asset (a “Substitute Asset”) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or (iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties; (E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and (F) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. 18.2 If, and to the extent that, from time legal title to time or beneficial interest in any Excluded Asset is vested in any member of the Purchaser’s Group after Completion or any member of the Closing DatePurchaser’s Group after Completion has any interest in such Excluded Asset, Acquirorthen: (A) as soon as reasonably practicable after any member of the Purchaser’s Group or, as the case may be, any member of the Selling Group, becomes aware that such Excluded Asset is owned by a member of the Purchaser’s Group after Completion, the Shareholder Purchaser or, as the case may be, the Seller, shall notify the Seller or, as the case may be, the Purchaser, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall procure that such Excluded Asset is transferred to the Seller or a company nominated by the Seller for consideration in cash equal the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (the “Excluded Asset Transfer Price”) together with, against delivery of an appropriate VAT invoice, an amount equal to any VAT for which the relevant member of the Purchaser’s Group (or any of their Affiliates identify any assets or liabilities related to the Business that are in the possession company which is a member of the Shareholder or its Affiliates, same group for VAT purposes as the Shareholder shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate relevant member of the Shareholder shall hold the applicable asset(sPurchaser’s Group) and/or liability(ies), as applicable, for the benefit and is required to account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other items generated to be for the account of Acquiror. (b) To the extent that, from time to time after the Closing Date, Acquiror, the Shareholder or any of their Affiliates identify any assets or liabilities not related to the Business or that otherwise is used or held for use in the business of the Shareholder (provided that it is not the Restricted Business) that are in the possession of Acquiror or any Affiliate of Acquiror, Acquiror shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(ties). (c) If any transfer is made pursuant to this Section 5.16, no consideration shall be provided to any Person in respect of such transfer. The parties transfer and the Seller shall, or shall use reasonable best efforts to structure procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser shall pay to the Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any amount in an equitable manner respect of VAT paid pursuant to sub-clause 14.2(B) for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint which neither the Seller nor the relevant transfer nominated company nor any company which is neutral a member of the same group for VAT purposes as the partiesSeller or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Seller acting in good faith certified by the Seller in writing to the Purchaser; (D) the Seller shall provide such assistance to the Purchaser as the Purchaser may reasonably require to enable it to carry out its obligations under this sub-clause 18.2; and (E) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.2 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

Wrong Pockets. (a) To If at any time during the extent that, from time to time five (5)-year period after the Closing DateClosing, Acquirorany member of the Seller Group receives (i) any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, or (ii) any refund or other amount which is related to claims or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, the Shareholder or any of their Affiliates identify any assets or liabilities related to the Business that are in the possession of the Shareholder or its AffiliatesSellers promptly shall remit, the Shareholder shall or shall cause the applicable entity to use commercially be remitted, such amount to Purchaser, net of any reasonable efforts to locate out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses refund or other items generated to be for the account of Acquiroramount. (b) To If at any time during the extent that, from time to time five (5)-year period after the Closing DateClosing, Acquiror, the Shareholder Purchaser or any of their its Affiliates identify receives (i) any assets refund or liabilities not other amount which is an Excluded Asset or is otherwise properly due and owing to any member of the Seller Group in accordance with the terms of this Agreement, or (ii) any refund or other amount which is related to the Business claims or that otherwise is used or held other matters for use in the business which a member of the Shareholder (provided that it Seller Group is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to any member of the Restricted Business) that are Seller Group in accordance with the possession terms of Acquiror or any Affiliate of Acquirorthis Agreement, Acquiror Purchaser promptly shall remit, or shall cause to be remitted, such amount to the applicable entity to use commercially Sellers, net of any reasonable efforts to locate such items out-of-pocket expenses and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) costs (including any gainsTaxes) incurred in connection with determining, income, Losses collecting or obtaining such refund or other items generated therefrom), as applicable, for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(ties)amount. (c) If at any time after the Closing, Purchaser or any of its Affiliates shall receive, be responsible for or otherwise possess legal title to or beneficial or other interest in all or part of any asset or Liability that should belong to any member of the Seller Group pursuant to this Agreement, Purchaser shall promptly notify and transfer, or cause to be transferred, such asset or Liability to the Sellers or any member of the Seller Group, unless the transfer of any such asset or Liability is made prohibited by applicable Law or would result in a violation or breach of any applicable Contract, in which case the Parties shall use the efforts required by Section 5.8 (Unassigned Assets) as if such asset or Liability were an Unassigned Asset to be transferred after the Closing. If at any time after the Closing, any member of the Seller Group shall receive, be responsible for or otherwise possess legal title to or beneficial or other interest in all or part of any asset or Liability that should belong to Purchaser or any of its Affiliates pursuant to this Agreement, the Sellers shall promptly notify and transfer, or cause to be transferred, such asset or Liability to Purchaser or any of its Affiliates, unless the transfer of any such asset or Liability is prohibited by applicable Law or would result in a violation or breach of any applicable Contract, in which case the Parties shall use the efforts required by Section 5.8 (Unassigned Assets) as if such asset or Liability were an Unassigned Asset to be transferred after the Closing. Prior to any such transfer of assets pursuant to this Section 5.165.23(c), the Sellers and Purchaser agree that the Person receiving or possessing such asset shall treat such asset as an Unassigned Asset in accordance with Section 5.8 (Unassigned Assets) to be transferred after the Closing. (d) If at any time, there exist (i) assets that any Party discovers were, contrary to the agreements among the Parties, by mistake, other omission or unintentionally, transferred to Purchaser or retained by the Sellers or any of their Affiliates or (ii) Liabilities that any Party discovers were, contrary to the agreements among the Parties, by mistake, other omission or unintentionally, assumed by Purchaser or retained by the Sellers or any of their Affiliates, then the Parties shall, in each case for no consideration additional consideration, cooperate in good faith to effect, as applicable, the transfer or retransfer of such misallocated assets, and the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties with respect to the assets to be transferred to or Liabilities to be assumed by Purchaser or retained by the Sellers or any of their Affiliates; provided, that if the transfer or retransfer of any such assets or Liabilities is prohibited by applicable Law or would result in a violation or breach of any applicable Contract, the Parties shall use the efforts required by Section 5.8 (Unassigned Assets) as if such asset or Liability were an Unassigned Asset. (e) The Sellers and Purchaser agree that at all times from and after the Closing, if any Proceeding is commenced by a third party naming both Parties (or any Affiliate of such Party) as defendants and with respect to which a named Party (or any Affiliate of such Party) is a nominal defendant or such Proceeding is otherwise not a Liability allocated to such named party under this Agreement, then the other Party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Proceeding. (f) 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 5.23. (g) For the avoidance of doubt, the transfer or assumption of any assets or Liabilities under this Section 5.23 shall be provided to effected without any Person in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the partiesadditional consideration payable by any Party.

Wrong Pockets. (a) To the extent that, from time to If at any time after the Closing Date, Acquiror, the Shareholder Closing: (i) Seller or any of their its Affiliates identify receives (A) any assets refund or liabilities other amount which is a Purchased Asset or is otherwise properly due and owing to Buyer in accordance with the terms of this Agreement or (B) any refund or other amount which is related to Business or the Business that are Purchased Assets for which ▇▇▇▇▇ is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Buyer in accordance with the possession terms of the Shareholder or this Agreement, Seller shall, and shall cause its AffiliatesAffiliates to, the Shareholder shall promptly remit, or shall cause to be remitted, such amount to Buyer; or (ii) Buyer or any of its Affiliates receives (A) any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Seller or any Affiliate thereof in accordance with the applicable entity terms of this Agreement, or (B) any refund or other amount which is related to use commercially reasonable efforts to locate such items and take such action as claims or other matters for which ▇▇▇▇▇▇ is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquirorresponsible hereunder, and manage which amount is not a Purchased Asset, or is otherwise properly due and operate such asset(s) and/or liability(ies)owing to Seller or any Affiliate thereof in accordance with the terms of this Agreement, as applicableBuyer promptly shall remit, for the benefit and account of Acquiror with all gains, income, Losses or other items generated shall cause to be for the account of Acquirorremitted, such amount to Seller. (b) To the extent that, from time to If at any time after the Closing DateClosing, Acquiror, the Shareholder Buyer or any of their its Affiliates identify shall identify, receive or otherwise possess any asset or liability that should belong to Seller or any of its Affiliates pursuant to this Agreement (any such asset, a “Later Identified Excluded Asset”, and any such liability, a “Later Identified Excluded Liability”), Buyer shall, promptly notify Seller in writing of such Later Identified Excluded Asset or Later Identified Excluded Liability and transfer, convey, assign and deliver to Seller, or cause to be transferred, conveyed, assigned, or delivered to Seller, for no additional consideration, such asset or liability to Seller or its Affiliates, as applicable. Such Later Identified Excluded Assets or Later Identified Excluded Liability will be deemed to have been assets or liabilities not related to the Business or that otherwise is used or held of Seller for use in the business purposes of this Agreement and any applicable Transaction Document, effective as of the Shareholder (provided that it is not the Restricted Business) that are in the possession date of Acquiror or any Affiliate of Acquirortransfer, Acquiror shall or shall cause the applicable entity conveyance, assignment and delivery to use commercially reasonable efforts to locate such items and take such action as is necessary to put the Shareholder in actual possession thereof. Until such time, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) (including any gains, income, Losses or other items generated therefrom), as applicable, for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) or liability(ties)Seller. (c) If at any time after the Closing, any Seller Party or any of its Affiliates shall identify, receive or otherwise possess any asset or liability that should belong to Buyer or any of its Affiliates pursuant to this Agreement (any such asset, a “Later Identified Purchased Asset”, and any such liability, a “Later Identified Assumed Liability”), such Seller shall promptly notify Buyer in writing of such Later Identified Purchased Asset or Later Identified Assumed Liability and transfer, convey, assign and deliver to Buyer, or cause to be transferred, conveyed, assigned, or delivered to Buyer, for no additional consideration, such asset or liability to Buyer or its Affiliates, as applicable. Such Later Identified Purchased Asset or Later Identified Assumed Liability will be deemed to have been assets or liabilities of Buyer for purposes of this Agreement and any applicable Transaction Document, effective as of the date of transfer, conveyance, assignment and delivery to Buyer. (d) Prior to any such transfer is made of Later Identified Excluded Assets or Later Identified Purchased Assets pursuant to Section 5.4(b) and Section 5.4(c), Seller and Buyer agree that the Person receiving or possessing such assets shall hold such assets in trust for the Person to whom such assets should rightfully belong pursuant to this Agreement. All right, title and interest in such assets shall be conveyed to the rightful owner at the time of transfer, and such assets will be deemed to have been the assets of the rightful owner for purposes of this Agreement and any applicable Transaction Document, effective as of the date of transfer, conveyance, assignment or delivery. (e) If at any time there exist (i) assets that any Party discovers were, contrary to the agreements among the Parties, by mistake or unintentional or other omission, transferred to Buyer or retained by Seller or any of their respective Affiliates, or (ii) liabilities that any Party discovers were, contrary to the agreements among the Parties, by mistake or unintentional or other omission, assumed by Buyer or retained by Seller or any of their respective Affiliates, then the Parties shall cooperate in good faith to effect the transfer or retransfer of such misallocated assets, and/or the assumption or reassumption of misallocated liabilities, to or by the appropriate Person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties with respect to the assets to be transferred to or liabilities to be assumed by Buyer or retained by Seller or any of their respective Affiliates. Each Party shall reimburse any other Party or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the assets transferred or any of the liabilities assumed or retained pursuant to this Section 5.16, no consideration shall be provided to any Person in respect of such transfer. The parties shall use reasonable best efforts to structure such transfer in an equitable manner for both parties including from legal and Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the parties5.4(e).