Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

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

Wrong Pockets. (a) Upon To the terms extent that, during the period starting on the Closing and conditions set forth ending on the date that is three (3) years following the Closing Date, Buyer, Parent or Seller discovers that any properties, assets or rights: (i) not intended to be directly or indirectly transferred to Buyer or an Acquired Company pursuant to the transactions contemplated hereby were transferred (or held by the Acquired Companies) at the Closing (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to (at Seller’s cost and expense) (A) promptly assign and transfer all right, title and interest in this Agreementsuch Held Asset to Seller or its designated assignee, ifand (B) pending such transfer, (1) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (2) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; or (ii) intended to be directly or indirectly transferred to Buyer or an Acquired Company pursuant to the transactions contemplated hereby were not transferred (or held by the Acquired Companies) at the Closing (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to (at Seller’s cost and expense) (A) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (B) pending such transfer, (1) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (2) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer. (b) If, following the Closing, (i) Buyer or any Transferred Asset remained with (or comes into Affiliate of Buyer receives any payment that is for the possession or receipt of) FCB account of Seller or any of its Subsidiaries with respect to the Retained Business or otherwise according to the terms of this Agreement, Buyer shall (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transferbe remitted) promptly, and in any event no later than seven (7) business days after the receipt thereof, remit such funds to Seller or an entity designated by Seller (and such payment shall be held for no additional considerationthe benefit of Seller until such payment is remitted to Seller or an entity designated by Seller), such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo Seller or any of its SubsidiariesSubsidiaries receives any payment that is for the account of Buyer or any Affiliate of Buyer with respect to the Business or otherwise according to the terms of this Agreement, TopCo Seller shall (or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCBremitted) promptly, and FCB in any event no later than seven (7) business days after the receipt thereof, remit such funds to Buyer or its an entity designated Subsidiary by Buyer (and such payment shall accept any be held for the benefit of Buyer until such Excluded Liabilitypayment is remitted to Buyer or an entity designated by Buyer). (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon the terms and conditions set forth in this AgreementIf, if, following after the Closing, Buyer or any Seller or their respective Affiliates becomes aware that any Acquired Asset has not been transferred or delivered to Buyer or its Affiliates or that any right, property or asset forming part of the Excluded Assets has been transferred to Buyer, (i) any Transferred Asset remained with such Party shall notify the other Parties within five (or comes into the possession or receipt of5) FCB or any Business Days of its Subsidiaries (other than any Group Company)becoming aware of such misdirected asset, FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of such Party and its Subsidiaries, TopCo Affiliates shall or shall cause its applicable Subsidiary promptly take such steps as may be required to transfer (and deliver, or cause to be transferred)transferred and delivered, for such Acquired Asset or such Excluded Asset to the other Party, at no additional consideration, such Excluded Liability as soon as possible charge to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liabilitythe receiving party. (b) Upon Notwithstanding anything to the terms and conditions set forth contrary in this AgreementAgreement and without limiting the foregoing, ifif at any time after the Closing, either Party identifies any Transferred Intellectual Property that is within Seller’s possession, custody, or control but has not been transferred, assigned, or conveyed to Buyer (“Identified IP”), Sellers shall promptly (and in any event within sixty (60) days of such discovery or notification by either Party) at Buyer’s sole cost and expense execute and deliver all such further instruments, documents, and assurances, and take all further actions, as may be reasonably requested by Buyer to effect, evidence, or perfect the transfer, assignment, or conveyance of such Identified IP to Buyer. In furtherance of the foregoing, Sellers shall, promptly following the Closing, (i) deliver to Buyer any Excluded Asset has transferred to (copies, documentation or comes into tangible embodiments of the possession Transferred Intellectual Property in the possession, custody or receipt of) any Group Company, TopCo shall control of Sellers or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilitytheir Affiliates. (c) Following Notwithstanding anything to the contrary in this Agreement, if at any time after the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary either Party identifies any monies, deposits, checks or other receivables Intellectual Property that are received by FCB or its Subsidiaries to the extent they are (i) was not used (or represent held for use) in, or not related to, the proceeds of) Transferred Business as of the Business. Following Closing and not intended to be included in the Transferred Intellectual Property as of the Closing, TopCo shall (ii) was transferred, assigned, or conveyed to Buyer, and shall cause its Subsidiaries to promptly pay or deliver to FCB (iii) is in Buyer or its designated Subsidiary Affiliates possession, custody, or control, Buyer shall (at Buyer’s sole cost and expense) promptly (and in any moniesevent within sixty (60) days of such discovery or notification by either Party), deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are execute and deliver (or represent promptly cause to be executed or delivered) all such further instruments, documents, and assurances, and take all further actions, as may be reasonably requested by Sellers to effect, evidence, or perfect the proceeds of) the Retained Businesstransfer, assignment, or conveyance of such Intellectual Property to Seller.

Wrong Pockets. (a) Upon Save as otherwise expressly provided in the terms Wider Transaction Documents and conditions set forth in without prejudice to any other rights or remedies the parties have under this Agreement, if, following the Closing, : (i) if any Transferred Asset remained with (right or comes into asset held or used solely or predominately in the possession Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to the relevant Hive-out Company on or receipt of) FCB or any of its Subsidiaries (other than any Group Company)prior to the relevant Closing, FCB the Seller shall transfer, or shall cause its applicable Subsidiary to procure that the relevant company in the Seller’s Group shall transfer, for no additional consideration, (at its cost) such Transferred Asset right or asset (together with related liabilities) as soon as possible reasonably practicable after it is discovered that such right or asset should have been transferred to TopCo the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or its designated Subsidiary asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any Excluded Liability has liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to (or comes into assumed by a Hive-out Company on or prior to the possession relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume such liability or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability obligation as soon as possible to FCBreasonably practicable after it is discovered that such liability or obligation should not have been transferred to, and FCB suffered by or its designated Subsidiary shall accept any such Excluded Liability.assumed by the relevant Hive-out Company; (biii) Upon if any right or asset that is not held or used solely or predominately in the terms and conditions set forth Business of a Hive-out Company in the twelve month period prior to the date of this Agreement, if, following Agreement is transferred to a Hive-out Company on or before the relevant Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group CompanyPurchaser shall transfer, TopCo shall or shall cause such other applicable Group procure that the relevant Hive-out Company to shall transfer, for no additional consideration, (at the Seller’s cost) such Excluded Asset right or asset (together with related liabilities) as soon as possible reasonably practicable after it is discovered that such right or asset should not have been transferred to FCB the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or its designated Subsidiary asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iiiv) if any Assumed Liability remained with (liability or comes into obligation which relates solely to the possession Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or receipt of) FCB not assumed by a Hive-out Company on or any prior to the relevant Closing, the Seller shall procure that the relevant member of its Subsidiaries, FCB the Seller’s Group shall transfer and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability obligation as soon as possible reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to TopCo ensure compliance with this Clause 15.1.6 and shall execute and do or its designated Subsidiaryprocure the execution and doing of all such acts, matters, deeds and TopCo things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or its designated Subsidiary shall accept and otherwise be responsible approval is required for the transfer of any such Excluded Liability.asset (or related liability) or transfer and assumption of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties shall use their reasonable endeavours to obtain such third-party consent or approval; (cvii) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or represent the proceeds ofrelevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller’s Group (as the case may be); and (viii) for the Business. Following avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Closing, TopCo shall and shall cause Seller’s Group to perform of its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to obligations under the extent they are (or represent the proceeds of) the Retained BusinessTransitional Services Agreement.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, if, following If at any time after the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB Seller or any of its Subsidiaries Affiliates (determined after giving effect to the Closing) (i) receives, any payment, remittance or other than amount in respect of the Business or (ii) is in possession of an asset or liability exclusively related to or exclusively used by the Business or the Transferred Liabilities (including any Group Companylitigation claim), FCB then, in each case, Seller shall promptly notify Purchaser of its receipt or possession of such asset or liability and transfer, or cause its applicable Affiliate to transfer, such funds or assets or liabilities to Purchaser (or its designee) as soon as reasonably practicable upon identification thereof, for no additional consideration and at no additional cost to Purchaser; it being acknowledged and agreed that Purchaser shall have already paid full consideration for any such funds or assets by payment of the Closing Cash Proceeds. Prior to any such transfer, Seller shall, or shall cause its applicable Subsidiary to transferAffiliate to, preserve the value of and hold in trust for no additional consideration, such Transferred Asset as soon as possible to TopCo the use and benefit of Purchaser (or its designated Subsidiary designee) such funds or assets and (ii) any Excluded Liability has transferred provide to Purchaser (or comes into its designee) all of the possession benefits arising from such funds or receipt ofassets or burdens arising from such liability and otherwise cause such funds or assets or liabilities to be used as reasonably instructed by Purchaser. (b) TopCo If at any time after the Closing, Purchaser or any of its SubsidiariesAffiliates (determined after giving effect to the Closing, TopCo shall including for the avoidance of doubt, the Company) has retained or shall cause received or otherwise comes to possess any asset or liability (including any litigation claim) that is allocated to Seller or any of its applicable Subsidiary respective Affiliates (determined after giving effect to transfer the Closing) pursuant to this Agreement or any Ancillary Agreement (except in the case of any acquisition of assets from Seller or any of its Affiliates for value in the ordinary course of business subsequent to the Closing Date), such Purchaser or such Affiliate will promptly transfer, or cause to be transferred), for such asset or liability to the Person so entitled thereto or responsible therefor at no additional consideration, such Excluded Liability as soon as possible cost to FCB, and FCB Seller or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded LiabilityAffiliates. (c) Following the ClosingUntil such transfer is effected, FCB Seller, Purchaser or any of their respective Affiliates, as applicable, shall and (or shall cause its Subsidiaries their respective Affiliates to) preserve the value of, and hold in trust for the use and benefit of Purchaser, Seller or any of their respective Affiliates, as applicable, such right, property or asset, and provide to promptly pay Purchaser, Seller or deliver any of their respective Affiliates, as applicable, all of the benefits arising from such right, property or asset and otherwise cause such right, property or asset to TopCo be used as reasonably instructed by Purchaser, Seller or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businesstheir applicable Affiliate.

Wrong Pockets. (a) Upon After giving effect to the terms and conditions set forth in transactions contemplated by this Agreement, if, following if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of Seller or its controlled Affiliate was not held by a Group Company at the Closing, but was primarily used in connection with the Acquired Business prior to the Closing (collectively, the “Company’s Wrong Pocket Asset”), Seller shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) any Transferred Asset remained with execute all instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Company’s Wrong Pocket Assets (or comes into relevant part thereof) held by such Person to the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo Company or its designated Subsidiary and Affiliates, (ii) any Excluded Liability has transferred do all such further acts or things as may be reasonably necessary to validly effect the transfer and vest the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (or comes into relevant part thereof) in the possession Company or receipt ofits Affiliates and (iii) TopCo cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or any other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Company’s Wrong Pocket Assets transferee and allow the Company to such enjoyment and use of such Company’s Wrong Pocket Asset as Seller or its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for controlled Affiliate has. It is understood and agreed that no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary consideration shall accept be payable by B▇▇▇▇ in respect of any such Excluded LiabilityCompany’s Wrong Pocket Assets. (b) Upon After giving effect to the terms and conditions set forth in transactions contemplated by this Agreement, if, following if at any time after the Closing, (i) it is determined that any Excluded Asset has transferred to (asset, property, right, Contract or comes into the possession or receipt of) claim of any Group Company, TopCo shall or shall cause such other applicable Company primarily used in connection with the Excluded Business was held by a Group Company to transferat the Closing (collectively, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred“Sellers’ Wrong Pocket Asset”), for no additional considerationBuyer shall, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries and controlled Affiliates to promptly pay use commercially reasonable efforts to (i) execute all instruments, agreements, or deliver documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Sellers’ Wrong Pocket Assets (or relevant part thereof) held by such Person to TopCo Seller or its designated Subsidiary Affiliate, (ii) do all such further acts or things as may be reasonably necessary to validly effect the transfer and vest the relevant ownership and/or interest in such Sellers’ Wrong Pocket Assets (or relevant part thereof) in Seller or its designated Affiliate, and (iii) cause the transferor of such Sellers’ Wrong Pocket Asset to hold the Sellers’ Wrong Pocket Asset and any monies, depositsgoods, checks or other receivables that are received benefits arising therefrom after the date of this Agreement by FCB or its Subsidiaries to virtue thereof, as agent of and trustee for the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall Sellers’ Wrong Pocket Assets transferee and shall cause its Subsidiaries to promptly pay or deliver to FCB allow Seller or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businesscontrolled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket Assets.

Wrong Pockets. If either Regeneron or Sanofi becomes aware that (ai) Upon any of the terms Transferred U.S. Assets has not been transferred to Regeneron or (ii) any right, record or other asset owned by Sanofi or any of its Affiliates, including any contract, Trademark, Approval, Domain Name, physical inventory, or Regulatory Filing (for clarity, other than any Patents, Know-How or Copyrights) that (A) exclusively relates to the Existing Praluent Product in the Regeneron Territory, (B) is not contained in the Transferred U.S. Assets and conditions set forth (C) is not otherwise transferred hereunder or under any Ancillary Agreements, in each case ((i) and (ii)) it shall promptly notify the other Party in writing and the Parties shall, as soon as reasonably practicable, take all actions reasonably necessary to ensure that such right, asset or record is assigned and transferred, with any reasonably necessary prior Third Party consent or approval, to Regeneron. Without limiting the foregoing, if either Regeneron or Sanofi becomes aware that any right, record or other asset owned or Controlled by Sanofi or any of its Affiliates that relates (but does not exclusively relate) to the Existing Praluent Product in the Regeneron Territory and has not otherwise been transferred or made available to Regeneron, it shall notify the other Party in writing and the Parties shall take all actions reasonably necessary to provide Regeneron with the benefit of such right, record or other asset to the extent necessary for the U.S. Praluent Product Business and Sanofi shall provide Regeneron a copy of such record, which may be redacted as necessary to remove information that does not relate to the Existing Praluent Product in the Regeneron Territory. Notwithstanding anything to the contrary in this Agreement, if, following the Closing, (ithis Section 2.6(d) sets forth Regeneron’s sole and exclusive remedy for Sanofi’s inadvertent failure to identify or transfer any Transferred U.S. Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded LiabilityRegeneron under this Section 2.6. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, if, If within 18 months following the Closing, any Party discovers that: (i) any Transferred Asset remained with (right, title or comes into the possession or receipt of) FCB interest in any Excluded Asset, or any other asset not used primarily in connection with the Purchased Business (each, a “Wrong Pocket Excluded Asset”) that was meant to be retained by the Seller pursuant to the terms of its Subsidiaries this Agreement was transferred to the Purchaser; or (other than ii) any Group Company)liability or obligation, FCB including any Retained Liabilities (each a “Wrong Pocket Retained Liability”) that was meant to be retained by the Seller pursuant to the terms of this Agreement was transferred to or assumed by the Purchaser; then as promptly as reasonably practicable (iii) the Purchaser shall transfer such Wrong Pocket Excluded Asset or assign such Wrong Pocket Retained Liability to the Seller and/or the Seller shall cause its applicable Subsidiary to transferaccept such Wrong Party Excluded Asset or assume such Wrong Pocket Retained Liability, in each case for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary ; and (iiiv) any in the case of a Wrong Pocket Excluded Asset, the Purchaser shall hold such right, title and interest in and to the Wrong Pocket Excluded Asset in trust for the Seller until such time as the transfer is completed; and in the case of a Wrong Pocket Retained Liability, the Seller shall perform and discharge such Wrong Pocket Retained Liability has transferred to (or comes into the possession or receipt of) TopCo or any of in accordance with its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liabilityterms. (b) Upon the terms and conditions set forth in this Agreement, if, If within 18 months following the Closing, any Party discovers that: (i) any Excluded Asset has right, title or interest in any asset used primarily in connection with the Purchased Business (a “Wrong Pocket Asset”) that was meant to be transferred to the Purchaser pursuant to the terms of this Agreement was not transferred to the Purchaser; or (or comes into the possession or receipt ofii) any Group Companyliability or obligation, TopCo including any Assumed Liabilities (each a “Wrong Pocket Assumed Liability”) that was meant to be assumed by the Purchaser pursuant to the terms of this Agreement was not transferred to or assumed by the Purchaser; then as promptly as reasonably practicable (iii) the Seller shall or shall cause such other applicable Group Company to transfer, such Wrong Pocket Asset to the Purchaser or assign such Wrong Pocket Assumed Liability to the Purchaser and/or the Purchaser shall accept such Wrong Party Asset and assume such Wrong Pocket Assumed Liability, in each case for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary ; and (iiiv) any Assumed in the case of a Wrong Pocket Asset, the Seller shall hold such right, title and interest in and to the Wrong Pocket Asset in trust for the Purchaser until such time as the transfer is completed; and in the case of a Wrong Pocket Retained Liability, the Purchaser shall perform and discharge such Wrong Pocket Retained Liability remained in accordance with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilityterms. (c) Following the Closing, FCB All costs and expenses arising out of compliance with this Section 9.12 shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries be allocated to the extent they are (or represent Parties as though such transfers had been completed, and the proceeds of) expenses incurred in connection with such transfers had been allocated, as of the Businessapplicable Closing Date in accordance with this Section 9.12. Following The Parties shall cooperate in good faith in connection with the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businesstransfers contemplated by this Section 9.12.

Wrong Pockets. 9.1 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers (a) Upon within twelve (12) months after Completion that any member of the terms Seller's Group or any of the Target Group Companies respectively holds any asset, right, employee or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall promptly and conditions set forth in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Business are transferred to and assumed by a Target Group Company nominated by the Purchaser or the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Excluded Business are transferred to and assumed by a member of the Seller's Group nominated by the Seller, respectively for no or nominal consideration (i.e., EUR 1). To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Asset, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third-party consent. Pending receipt of such consent and transfer of the Wrong Pocket Asset, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal consideration. 9.2 Without prejudice to the specific provisions of this Agreement, ifClause 11 (Transitional Services) and the Transitional Services Agreement, following if the ClosingPurchaser or the Seller discovers within twelve (12) months after Completion that a member of the Seller's Group or any of the Target Group Companies respectively is a party to any contract which relates exclusively to the Excluded Business or the Business respectively (a "Wrong Pocket Contract"), then in respect of that Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts, in compliance with applicable law, to execute such deeds and other documents and do all other reasonable acts required to assign, to the extent reasonably possible, the benefit and the burden of such Wrong Pocket Contract as of the Effective Date to the member of the Seller's Group nominated by the Seller or Target Group Company nominated by the Purchaser, respectively for no consideration, provided that any pre-payments made or services delivered (ibut not paid) under such Wrong Pocket Contract are to be reimbursed or compensated for. To the extent any Transferred Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Contract, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third party consent. Pending receipt of such consent and transfer of the Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant 10231132943-v2 - 31 - 55-41021628 member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Contract as of the Effective Date for no or nominal consideration. 9.3 To the extent that a transfer or assignment of a Wrong Pocket Asset remained or Wrong Pocket Contract is not permitted by applicable laws or not permitted or consented by a relevant third party, or to the extent any liability, property, right in or to an asset or contract has been extinguished, disposed or transferred to a third party where it would otherwise have qualified as a Wrong Pocket Asset or Wrong Pocket Contract, the Purchaser and Seller shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant members of the Seller's Group and the relevant Target Group Companies as it would have been had the relevant Wrong Pocket Asset or Wrong Pocket Contract been transferred to, or, vested in, the Target Group Companies or retained by the Seller's Group (as applicable) in accordance with the provisions of this Agreement. 9.4 If in in the period ending six (6) months after Completion any third party pays into an account of any Target Group Company or comes into any account of any member of the possession Seller's Group that should have been made to an account of a member of the Seller's Group or receipt ofa Target Group Company respectively, the Parties will procure that such amounts are transferred promptly to the correct recipient. 9.5 Parties hereby explicitly agree and confirm that the Biomedical Business does not form part of the Business of the Target Group and does not form part of any of the rights, contracts or assets purported to be sold under this Agreement. Except as contemplated by any Continuing Agreement, from Completion the Purchaser shall not, and shall procure that its Affiliates (including as from Completion the Target Group Companies) FCB and the JV Company shall not, in any way intentionally use or exploit any of the Intellectual Property Rights and Know-how primarily related to the Biomedical Business, including the Intellectual Property Rights and Know-how described in Schedule 30 (Biomedical IPR) (all such aforementioned Intellectual Property Rights and Know-how, the "Biomedical IPR") in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to the foregoing provisions of this Clause 9.5, Seller shall not, and shall procure that each of its Affiliates (and require that any successor to or acquiror of all or any part of the Biomedical Business or the Biomedical IPR agrees to do the same) as from Completion does not, assert against the Purchaser or any of its Subsidiaries Affiliates including, any Target Group Company (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiariesor their customers, TopCo shall toll manufacturers or shall cause its applicable Subsidiary to transfer suppliers) any of the Seller's or Seller's Affiliates' (or cause any applicable successor's or acquiror's) rights in the Biomedical IPR as existing at the Signing Protocol Date to be transferred), for no additional consideration, the extent used by such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Target Group Company to transfer, for no additional consideration, such Excluded Asset in the Business and so long as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB use by the Purchaser or any of its SubsidiariesAffiliates, FCB shall or shall cause its applicable Subsidiary to transfer including any such Target Group Company (or cause any of its or their customers, toll manufacturers or suppliers) is outside of the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to be transferred)applicable law, for no additional consideration, such Assumed Liability as soon as possible the Seller undertakes to TopCo or its designated Subsidiarynot, and TopCo shall procure that its Affiliates shall not, grant any third party a license under the Biomedical IPR as existing 10231132943-v2 - 32 - 55-41021628 at the Signing Protocol Date for use in the field of the Business as conducted at the Signing Protocol Date, it being acknowledged and agreed that nothing limits the Seller or any of its designated Subsidiary shall accept Affiliates in granting any third party a license under the Biomedical IPR in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and otherwise be responsible products incorporating ultrahigh molecular weight polyethene or made therefrom) for any such Excluded Liabilitythe benefit of the human body or animal body. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon To the terms and conditions set forth extent that, within 12 months after the Closing, Celsius, PepsiCo or any of their respective Affiliates determine that Celsius or any of its Affiliates has received any Excluded Asset or is found to be subject to any Excluded Liability, in this Agreementeach case, ifthat should have been retained by PepsiCo or its Affiliates hereunder, following (x) Celsius shall (or shall cause such Affiliate to) use commercially reasonable efforts to promptly transfer such Excluded Asset to PepsiCo or its designee, or (y) PepsiCo shall promptly assume (or cause its Affiliates to promptly assume) such Excluded Liabilities, in each case, for no consideration; provided, however, that Celsius shall have a right to contest any such determination in good faith. (b) To the extent that, within 12 months after the Closing, Celsius, PepsiCo or any of their respective Affiliates determine that PepsiCo or any of its Affiliates held or has continued to hold any Transferred Asset or is found to be subject to any Assumed Liability, in each case, that should have been transferred to Celsius or any of its designated Affiliates hereunder, (x) PepsiCo shall (or shall cause such Affiliate to) use commercially reasonable efforts to promptly transfer such Transferred Asset to Celsius or its designee, or (y) Celsius shall promptly assume (or cause its Affiliates to promptly assume) such Assumed Liabilities, in each case, for no consideration; provided, however, that PepsiCo shall have a right to contest any such determination in good faith. (c) To the extent that, after the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB Celsius or any of its Subsidiaries Affiliates receives any amount that is properly for the account of PepsiCo or any of its Affiliates according to the terms of this Agreement (other than including any Group Companyamount in respect of or under any Excluded Asset or otherwise due to PepsiCo or any of its Affiliates) or PepsiCo or any of its Affiliates makes a payment on behalf of Celsius or any of its designated Affiliate(s) (upon Celsius’ prior written consent) (including any payment in respect of or under any Assumed Liability), FCB Celsius shall or shall cause its applicable Subsidiary to transfer, for promptly after becoming aware of the misdirected nature of such payment (and in any event no additional consideration, such Transferred Asset as soon as possible to TopCo later than 10 Business Days after the earlier of (x) Celsius or its designated Subsidiary Affiliates becoming so aware and (y) delivery of written notice by PepsiCo to Celsius with evidence of the amount of the payment so made by PepsiCo on behalf of Celsius, as applicable) deliver such amount to PepsiCo and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo PepsiCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), Affiliates receives any amount that is properly for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB account of Celsius or any of its Subsidiaries, FCB shall Affiliates according to the terms of this Agreement (including any amount in respect of or shall cause under any Transferred Asset) or Celsius or any of its applicable Subsidiary to transfer Affiliates makes a payment on behalf of PepsiCo or any of its Affiliates (upon PepsiCo’s prior written consent) (including any payment in respect of or cause to be transferredunder any Excluded Liability or otherwise payable by PepsiCo or any of its Affiliates), for PepsiCo shall promptly after becoming aware of the misdirected nature of such payment (and in any event no additional consideration, such Assumed Liability as soon as possible to TopCo later than 10 Business Days after the earlier of (x) PepsiCo or its designated SubsidiaryAffiliates becoming so aware and (y) delivery of written notice by Celsius to PepsiCo with evidence of the amount of the payment so made by Celsius on behalf of PepsiCo, as applicable) deliver such amount to Celsius. All amounts due and TopCo or its designated Subsidiary payable under this Section 6.08 shall accept be due and otherwise be responsible for any such Excluded Liability. (c) Following payable by the Closingapplicable Party in immediately available funds, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monieswithout set-off, deposits, checks or other receivables that are received by FCB or its Subsidiaries wire transfer to the extent they are (or represent account designated by the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained BusinessParty.

Wrong Pockets. (a) Upon the terms and conditions set forth in this AgreementTransferor shall, if, following the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to, promptly pay or deliver to transfer, for no additional consideration, such the Transferred Asset as soon as possible to TopCo Company (or its designated Subsidiary and Subsidiaries) (iiwith appropriate endorsements, as applicable) any Excluded Liability has transferred monies or checks that have been sent to (or comes into the possession or receipt of) TopCo Transferor or any of its SubsidiariesSubsidiaries after the Closing Date to the extent that they are primarily related to the Business or are otherwise the property of any Transferred Company Entity and Transferor shall account to the Transferred Company for all such receipts of monies or checks. (b) Acquiror shall, TopCo shall or shall cause the Transferred Company Entities to, promptly pay or deliver to Transferor (or its applicable Subsidiary designated Affiliates) (with appropriate endorsements, as applicable) any monies or checks that have been sent to transfer Acquiror, the Transferred Company or any of their Subsidiaries after the Closing Date to the extent that they are primarily related to the businesses of the Transferor Group (other than the Business) or are otherwise the property of Transferor or its Subsidiaries and Acquiror shall account to Transferor for all such receipts of monies or checks. (c) Without limiting the generality of the foregoing, Transferor agrees that the Transferred Company Group shall, following the Closing, have the right and authority to endorse any checks or drafts received by any of them in respect of any account receivable of the Business and Transferor shall furnish to the Transferred Company Group such evidence of this authority as the Transferred Company Group may reasonably request. Following the Closing, if Acquiror, the Transferred Company or any of their Subsidiaries receives any mail or packages addressed to Transferor or any of its Affiliates not relating to the Business, and the Transferred Company shall promptly deliver (or cause to be transferred), for no additional consideration, delivered) such Excluded Liability as soon as possible mail or packages to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following Transferor. Following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB if Transferor or any of its SubsidiariesAffiliates receives any mail or packages delivered to Transferor or its Affiliates relating to the Business, FCB Transferor shall or shall cause its applicable Subsidiary to transfer promptly deliver (or cause to be transferred), for no additional consideration, delivered) such Assumed Liability as soon as possible to TopCo mail or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries packages to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained BusinessTransferred Company.

Wrong Pockets. (a) Upon the terms and conditions set forth in this AgreementIf, if, following within 18 months after the Closing, NewCo, AT&T, Investor or their respective Affiliates identify any assets or liabilities owned by any of AT&T or its Affiliates that as of the Closing should have been a Transferred Asset or Assumed Liability but was not transferred by such AT&T Entity to NewCo or a Transferred Subsidiary at or prior to the Closing (including as part of the Pre-Closing Reorganization) (any such asset or liability, a “Wrong Pockets Item”), then NewCo (as directed by Investor in the case of a Transferred Asset and as directed by AT&T in the case of an Assumed Liability), AT&T, Investor, or their respective Affiliates, as applicable, shall, promptly after identification of such Wrong Pockets Item, provide written notice (a “Wrong Pockets Notice”) to the others identifying the Wrong Pockets Item and describing in reasonable detail the use thereof in the Business as of the Closing Date. (b) AT&T and Investor shall notify NewCo in writing within 30 days of receipt of the Wrong Pockets Notice whether each reasonably believes in good faith that the identified Wrong Pockets Item was a Transferred Asset or Assumed Liability, as the case may be. With respect to any asset or liability identified in a Wrong Pockets Notice that each of AT&T or Investor reasonably believes in good faith was a Transferred Asset or Assumed Liability, as the case may be, (i) any in the case of a Transferred Asset remained with Asset, AT&T agrees to promptly Transfer or cause to be Transferred such Wrong Pockets Item to NewCo or such Subsidiary of NewCo as NewCo may designate, and (ii) in the case of an Assumed Liability, NewCo agrees to promptly assume or comes into the possession or receipt of) FCB or any cause one of its Subsidiaries (other than any Group Company)to assume such Wrong Pockets Item, FCB shall or shall cause its applicable Subsidiary to transferin each case, for no additional consideration, such and in the case of any Transferred Asset as soon as possible to TopCo the Transfer of which by AT&T or its designated Affiliates to NewCo or a Transferred Subsidiary requires notice to or approval by a Governmental Entity, the relevant AT&T Entity and Investor shall use reasonable best efforts to make or obtain such notice or approval and the Transfer of such asset shall not be completed until the required notices or approvals have been made or obtained. With respect to any other Wrong Pockets Item identified in the applicable Wrong Pockets Notice that AT&T and Investor do not mutually agree (acting reasonably and in good faith) was a Transferred Asset or Assumed Liability, as the case may be, the Parties shall resolve such matter using the dispute resolution process set forth in Section 10.9. (c) In the event that AT&T, NewCo or Investor identifies, following the Closing, an asset or a liability held by NewCo or any of its Subsidiaries as of immediately after the Closing that it believes in good faith should have been an Excluded Asset or Excluded Liability, as the case may be, then the provisions of Section 1.9(a) and Section 1.9(b) shall apply to AT&T, Investor and NewCo mutatis mutandis with respect thereto. Without duplication of any indemnity paid by or on behalf of AT&T pursuant to Article VIII, AT&T shall indemnify and hold harmless NewCo and its Affiliates from and against all Losses incurred or asserted as a result of NewCo’s and its Affiliates’ post-Closing direct or indirect ownership, management or operation of any such Excluded Asset or Excluded Liability in accordance with this Agreement, other than as a result of the gross negligence, fraud or willful misconduct of NewCo, Investor or its Affiliates. (d) Any Wrong Pockets Item described in Section 1.9(a) and confirmed in Section 1.9(b) as a Transferred Asset or Assumed Liability shall be treated as having been Transferred to NewCo for U.S. federal (and applicable state or local) income tax purposes from and after the Closing, to the maximum extent allowable by applicable Law. Any asset or liability described in Section 1.9(c) as an Excluded Asset or Excluded Liability shall be treated as having never been Transferred to NewCo for U.S. federal (and applicable state or local) income tax purposes from and after the Closing, to the maximum extent allowable by applicable Law. (e) To the extent permitted by applicable Law, the Parties agree to treat for applicable Income Tax purposes (i) any Wrong Pockets Item described in Section 1.9(a) and confirmed in Section 1.9(b) as a Transferred Asset that is transferred as contemplated hereby and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt ofasset described in Section 1.9(c) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any an Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset that is retained as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilitycontemplated hereby. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon If at any time from Completion any member of the terms and conditions set forth in this Agreement, if, following the Closing, Seller Group: (i) owns any Transferred Acquired Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Companya "Purchaser Wrong Pocket Asset"), FCB shall or shall cause its applicable Subsidiary the Purchaser may give written notice to transferthe Seller of the same at any time within 24 months following Completion, for no additional considerationupon receipt of which the Seller shall, such Transferred Asset as soon as possible practicable, ensure that such interest in any Purchaser Wrong Pocket Asset (together with any benefit or sum accruing to TopCo or its designated Subsidiary any member of the Seller Group as a result of holding that interest since Completion) is transferred to such member of the Purchaser Group as the Purchaser shall specify on terms that there will be no payment for doing so and no change to the Purchase Price. The Purchaser shall provide such assistance to the Seller as the Seller reasonably requires for the purpose of this transfer; or (ii) has assumed any Excluded Liability has transferred liability that relates predominantly to the Acquired Business (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferreda "Purchaser Wrong Pocket Liability"), for no additional considerationthe Seller may give written notice to the Purchaser of the same at any time within 24 months following Completion, such Excluded Liability upon receipt of which the Purchaser shall, as soon as possible practicable, ensure that the Purchaser assumes such Purchaser Wrong Pocket Liability (together with any losses accruing to FCB, any member of the Seller Group as a result of holding that Purchaser Wrong Pocket Liability since Completion) on terms that there will be no payment for doing so and FCB or its designated Subsidiary no change to the Purchase Price. The Seller shall accept any provide such Excluded Liabilityassistance to the Purchaser as the Purchaser reasonably requires for the purpose of this assumption. (b) Upon If at any time from Completion any member of the terms and conditions set forth in this Agreement, if, following the Closing, Group: (i) owns any Excluded Asset has transferred asset of the Retained Business (a "Seller Wrong Pocket Asset"), the Seller may give written notice to (or comes into the possession or Purchaser of the same at any time within 24 months following Completion, upon receipt of) any Group Companyof which the Purchaser shall, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible practicable, ensure that such interest in any Seller Wrong Pocket Asset (together with any benefit or sum accruing to FCB or its designated Subsidiary any member of the Purchaser Group as a result of holding that interest since Completion) is transferred to such member of the Seller Group as the Seller shall specify on terms that there will be no payment for doing so and no change to the Purchase Price. The Seller shall provide such assistance to the Purchaser as the Purchaser reasonably requires for the purpose of this transfer; or (ii) any Assumed has assumed an Excluded Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferreda "Seller Wrong Pocket Liability"), for no additional considerationthe Purchaser may give written notice to the Seller of the same at any time within 24 months following Completion, such Assumed Liability upon receipt of which the Seller shall, as soon as possible practicable, ensure that such member of the Seller Group as the Seller shall specify assumes such Seller Wrong Pocket Liability (together with any losses accruing to TopCo or its designated Subsidiary, any member of the Purchaser Group as a result of holding that Seller Wrong Pocket Liability since Completion) on terms that there will be no payment for doing so and TopCo or its designated Subsidiary no change to the Purchase Price. The Purchaser shall accept and otherwise be responsible provide such assistance to the Seller as the Seller reasonably requires for any such Excluded Liabilitythe purpose of this assumption. (c) Following If, at or after the ClosingCompletion Date, FCB any member of the Seller Group receives any payments that are attributable to any member of the Purchaser Group pursuant to the terms of this Agreement, the Seller shall and shall cause its Subsidiaries to promptly pay or deliver procure that the relevant member of the Seller Group promptly pays (as applicable) a sum equal to TopCo such payment (net of any Tax actually incurred by the Seller Group thereon) to the relevant member of the Purchaser Group. (d) If, at or its designated Subsidiary after the Completion Date, any monies, deposits, checks or other receivables member of the Purchaser Group receives any payments that are received by FCB or its Subsidiaries attributable to any member of the Seller Group pursuant to the extent they are (or represent terms of this Agreement, the proceeds of) the Business. Following the Closing, TopCo Purchaser shall and shall cause its Subsidiaries to promptly pay or deliver procure that the relevant member of the Purchaser Group promptly pays (as applicable) a sum equal to FCB or its designated Subsidiary such payment (net of any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries Tax actually incurred by the Purchaser Group thereon) to the extent they are (or represent relevant member of the proceeds of) the Retained BusinessSeller Group.

Wrong Pockets. 9.1 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers (a) Upon within twelve (12) months after Completion that any member of the terms Seller's Group or any of the Target Group Companies respectively holds any asset, right, employee or License which in the twelve (12) months prior to Completion was used exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of the Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the extent related to the Business or the Excluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall promptly and conditions set forth in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Business are transferred to and assumed by a Target Group Company nominated by the Purchaser or the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the Excluded Business are transferred to and assumed by a member of the Seller's Group nominated by the Seller, respectively for no or nominal consideration (i.e., EUR 1). To the extent any Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Asset, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third-party consent. Pending receipt of such consent and transfer of the Wrong Pocket Asset, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal consideration. 9.2 Without prejudice to the specific provisions of this Agreement, ifClause 11 (Transitional Services) and the Transitional Services Agreement, following if the ClosingPurchaser or the Seller discovers within twelve (12) months after Completion that a member of the Seller's Group or any of the Target Group Companies respectively is a party to any contract which relates exclusively to the Excluded Business or the Business respectively (a "Wrong Pocket Contract"), then in respect of that Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts, in compliance with applicable law, to execute such deeds and other documents and do all other reasonable acts required to assign, to the extent reasonably possible, the benefit and the burden of such Wrong Pocket Contract as of the Effective Date to the member of the Seller's Group nominated by the Seller or Target Group Company nominated by the Purchaser, respectively for no consideration, provided that any pre-payments made or services delivered (ibut not paid) under such Wrong Pocket Contract are to be reimbursed or compensated for. To the extent any Transferred Governmental Authority or third-party consent is required for the transfer of a Wrong Pocket Contract, the Parties shall use reasonable best efforts to procure the required Governmental Authority or third party consent. Pending receipt of such consent and transfer of the Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Contract as of the Effective Date for no or nominal consideration. 9.3 To the extent that a transfer or assignment of a Wrong Pocket Asset remained or Wrong Pocket Contract is not permitted by applicable laws or not permitted or consented by a relevant third party, or to the extent any liability, property, right in or to an asset or contract has been extinguished, disposed or transferred to a third party where it would otherwise have qualified as a Wrong Pocket Asset or Wrong Pocket Contract, the Purchaser and Seller shall negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant members of the Seller's Group and the relevant Target Group Companies as it would have been had the relevant Wrong Pocket Asset or Wrong Pocket Contract been transferred to, or, vested in, the Target Group Companies or retained by the Seller's Group (as applicable) in accordance with the provisions of this Agreement. 9.4 If in in the period ending six (6) months after Completion any third party pays into an account of any Target Group Company or comes into any account of any member of the possession Seller's Group that should have been made to an account of a member of the Seller's Group or receipt ofa Target Group Company respectively, the Parties will procure that such amounts are transferred promptly to the correct recipient. 9.5 Parties hereby explicitly agree and confirm that the Biomedical Business does not form part of the Business of the Target Group and does not form part of any of the rights, contracts or assets purported to be sold under this Agreement. Except as contemplated by any Continuing Agreement, from Completion the Purchaser shall not, and shall procure that its Affiliates (including as from Completion the Target Group Companies) FCB and the JV Company shall not, in any way intentionally use or exploit any of the Intellectual Property Rights and Know-how primarily related to the Biomedical Business, including the Intellectual Property Rights and Know-how described in Schedule 30 (Biomedical IPR) (all such aforementioned Intellectual Property Rights and Know-how, the "Biomedical IPR") in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to the foregoing provisions of this Clause 9.5, Seller shall not, and shall procure that each of its Affiliates (and require that any successor to or acquiror of all or any part of the Biomedical Business or the Biomedical IPR agrees to do the same) as from Completion does not, assert against the Purchaser or any of its Subsidiaries Affiliates including, any Target Group Company (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiariesor their customers, TopCo shall toll manufacturers or shall cause its applicable Subsidiary to transfer suppliers) any of the Seller's or Seller's Affiliates' (or cause any applicable successor's or acquiror's) rights in the Biomedical IPR as existing at the Signing Protocol Date to be transferred), for no additional consideration, the extent used by such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Target Group Company to transfer, for no additional consideration, such Excluded Asset in the Business and so long as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB use by the Purchaser or any of its SubsidiariesAffiliates, FCB shall or shall cause its applicable Subsidiary to transfer including any such Target Group Company (or cause any of its or their customers, toll manufacturers or suppliers) is outside of the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to be transferred)applicable law, for no additional consideration, such Assumed Liability as soon as possible the Seller undertakes to TopCo or its designated Subsidiarynot, and TopCo shall procure that its Affiliates shall not, grant any third party a license under the Biomedical IPR as existing at the Signing Protocol Date for use in the field of the Business as conducted at the Signing Protocol Date, it being acknowledged and agreed that nothing limits the Seller or any of its designated Subsidiary shall accept Affiliates in granting any third party a license under the Biomedical IPR in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and otherwise be responsible products incorporating ultrahigh molecular weight polyethene or made therefrom) for any such Excluded Liabilitythe benefit of the human body or animal body. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon During the terms Pre-Closing Period, Seller and conditions set forth the Divesting Entities shall in this Agreement, if, following the Closing, (i) good faith determine if there are any Transferred Asset remained with (Assets and any Transferred Employees, held, employed or comes into engaged by any Affiliate of the possession or receipt of) FCB or any of its Subsidiaries Divesting Entities (other than any Group Company)Seller and the other Divesting Entities) that would constitute Seller Wrong Pocket Assets if held, FCB shall employed or shall cause its applicable Subsidiary to transferengaged by such Affiliate following Closing, for no additional consideration, and upon becoming aware of such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its SubsidiariesTransferred Employee, TopCo shall or shall cause its applicable Subsidiary to transfer (such Transferred Asset or cause Transferred Employee to be transferred, terminated (and rehired by the applicable Divesting Entity), for no additional consideration, or assigned from such Excluded Liability as soon as possible Affiliate to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liabilitythe applicable Divesting Entity prior to Closing. (b) Upon Until the terms and conditions set forth in this Agreement, if, date that is six months following the Closing, if either Purchaser or Seller becomes aware that any of the Transferred Assets have not been transferred to Purchaser or that any of the Excluded Assets have been transferred to Purchaser (each, a “Wrong Pocket Asset”), it shall promptly notify the other and the parties hereto shall, as soon as reasonably practicable thereafter, ensure that such property is transferred, at the expense of the recipient of the Wrong Pocket Asset and with any necessary prior consent as required with respect to such Wrong Pocket Assets, as applicable, to (i) Purchaser, in the case of any Excluded Asset has Transferred Assets that were not transferred to (Purchaser at or comes into in connection with the possession Closing, or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) the applicable Divesting Entity, in the case of any Assumed Liability remained with (or comes into Excluded Assets that were transferred to Purchaser at the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded LiabilityClosing. (c) Following If, on or after the ClosingClosing Date, FCB either party hereto shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary receive any monies, deposits, checks payments or other receivables that are received by FCB or its Subsidiaries funds due to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries party pursuant to the extent they are (terms of this Agreement or represent any Ancillary Agreement, then the proceeds of) party receiving such funds shall, within 30 days after receipt of such funds, forward such funds to the Retained Businessproper party without a right of offset or withholding regarding such payments. If, on or after the Closing Date, either party hereto shall receive any invoice from a Third Party with respect to any accounts payable of the other party, then the party receiving such invoice shall, within 10 Business Days after receipt of such invoice, provide such invoice to the proper party.

Wrong Pockets. (a) Upon If, during the terms and conditions set forth in this Agreement, if, one (1)-year period following the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB Company or any of its Subsidiaries Affiliates or Indigo or any of its Affiliates discovers that any assets, properties, rights, titles or interests exclusively (other than except in any Group Company)de minimis respects) relating to the Retained Business, FCB shall whether tangible or shall cause its applicable Subsidiary to transferintangible, for no additional considerationreal or personal, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability Liability, has transferred to (or comes into been either retained by the possession or receipt of) TopCo Company or any of its Subsidiaries, TopCo shall or transferred by Indigo or one of its Affiliates to the Company or one of its Subsidiaries in connection with the transactions contemplated hereby, then (i) the Company shall, and shall cause its applicable Subsidiary Subsidiaries to: (x) promptly cease using such assets, properties, rights, titles or interests (except to the extent expressly permitted under any of the Ancillary Agreements or otherwise necessary to satisfy its obligations hereunder); and (y) at Indigo’s sole cost and expense, reasonably cooperate with Indigo and any designee of Indigo to transfer or assign such assets, properties, rights, titles, interests and Excluded Liabilities to Indigo (or cause to be transferredits designee) and (ii) Indigo or its designee shall promptly acquire and accept such assets, properties, rights, titles and interests and assume such Excluded Liabilities, in each case of (i) and (ii), for no additional considerationand the Company Group and Indigo shall execute such documents and instruments, as applicable and reasonably necessary, to transfer such Excluded Liability as soon as possible assets, properties, rights, titles or interests to FCB, and FCB Indigo (or its designated Subsidiary shall accept any such Excluded Liabilitydesignee(s)) effective as of the Closing Date. (b) Upon If, during the terms and conditions set forth in this Agreement, if, one (1)-year period following the Closing, Indigo or any of its Affiliates or the Company or any of its Affiliates discovers that any assets, properties, rights, titles or interests exclusively (except in any de minimis respects) relating to the Business, whether tangible or intangible, real or personal, or any Company Liability, has been either retained by Indigo or any of its Affiliates, or transferred by any member of the Company Group to Indigo or one of its Affiliates in connection with the transactions contemplated hereby, then (i) Indigo shall, and shall cause its applicable Affiliates to: (x) promptly cease using such assets, properties, rights, titles or interests (except to the extent expressly permitted under any Excluded Asset has transferred of the Ancillary Agreements); and (y) at its sole cost and expense, reasonably cooperate with the Company and any designee of the Company to transfer or assign such assets, properties, rights, titles or interests to the Company (or comes into the possession or receipt ofits designee) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) the Company or its designee shall acquire and accept such assets, properties, rights, titles or interests, in each case of (i) and (ii), with no requirement of additional consideration to the fullest extent permitted by Applicable Law and execute and deliver any Assumed Liability remained with amendments or supplements to the Ancillary Agreements, Company Disclosure Schedule, or the Seller Disclosure Schedule, as applicable and reasonably necessary, to transfer such assets, properties, rights, titles or interests to the Company (or comes into its designee(s)) effective as of the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded LiabilityClosing Date. (c) Following The Parties agree to use reasonable best efforts to structure any transfer or assignment of assets, properties, rights, titles or interests, whether tangible or intangible, real or personal, or assumption of Excluded Liabilities, referred to in this Section 6.16 in a manner that minimizes Taxes and is equitable from a legal perspective for the Parties and the Company Group; provided, that, until the date that is one year following the Closing, FCB the Sellers shall bear all costs and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries expenses related to the extent they are actions contemplated by this Section 6.16 (including the payment or represent reimbursement of any and all Liabilities incurred or suffered by the proceeds ofCompany Group and its Affiliates in connection with such actions or in connection with the receipt of such payment or reimbursement) the Business. Following the Closingand following such period, TopCo each Party shall bear its own costs and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries expenses related to the extent they are (or represent the proceeds of) the Retained Businessactions contemplated by this Section 6.16.

Wrong Pockets. (a) Upon If at any time after the terms and conditions set forth in this Agreement, if, following the Closing, Closing (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB of Acquiror or any of its Subsidiaries Affiliates (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo including the Company or its designated Subsidiary Subsidiaries) receives any payment or other amount which is properly due and owing to any member of the Remaining Seller Group or it otherwise becomes apparent that Acquiror or its Affiliates are in possession of any other asset which is the property of any member of the Remaining Seller Group pursuant to the terms of this Agreement or any Ancillary Agreement, or (ii) any Excluded Liability has transferred to (member of the Remaining Seller Group pays any amounts or comes into incurs any other liabilities which are properly the possession responsibility of Acquiror, the Company or receipt of) TopCo its Subsidiaries in accordance with the terms of this Agreement or any of its SubsidiariesAncillary Agreement, TopCo then, in each case, Acquiror shall promptly remit or transfer, or shall cause its applicable Subsidiary to transfer (or cause to be remitted or transferred), for no additional consideration, such Excluded Liability as soon as possible amount or other asset to FCBSeller, net of any out-of-pocket expenses and FCB costs (including Taxes) incurred in connection with determining, collecting or its designated Subsidiary shall accept any obtaining such Excluded Liabilitypayment or other amount. (b) Upon If at any time after the terms and conditions set forth in this Agreement, if, following the Closing, Closing (i) any Excluded Asset has transferred member of the Remaining Seller Group receives any payment or other amount which is properly due and owing to the Company or its Subsidiaries or it otherwise becomes apparent that a member of the Remaining Seller Group is in possession of any other asset which is the property of Acquiror pursuant to the terms of this Agreement or any Ancillary Agreement, or (ii) Acquiror or comes into the possession Company or receipt of) its Subsidiaries pays any amounts or incurs any other liability which are properly the responsibility of any member of the Remaining Seller Group Companyin accordance with the terms of this Agreement or any Ancillary Agreement, TopCo Seller or the applicable member of the Remaining Seller Group shall promptly remit or transfer, or shall cause such other applicable Group Company to transfer, for no additional considerationbe promptly remitted or transferred, such Excluded Asset as soon as possible amount or other asset to FCB Acquiror or its designated Subsidiary the Company, net of any out-of-pocket expenses and costs (iiincluding Taxes) any Assumed Liability remained incurred in connection with (determining, collecting or comes into the possession obtaining such payment or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilityother amount. (c) Following the Closing, FCB Acquiror and Seller shall reasonably cooperate with each other and shall cause its Subsidiaries set up procedures and notifications as are reasonably necessary or advisable to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received effectuate the transfers contemplated by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businessthis Section 9.3.

Wrong Pockets. (a) Upon the terms and conditions set forth [*] = Certain confidential information contained in this Agreementdocument, ifmarked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (i) If, following Closing, (i) the Company or any of its Subsidiaries (excluding the Transferred Entities) receives a payment with respect to any Transferred Asset or (ii) the Company or its Subsidiaries (including the Transferred Entities) or Investor becomes aware that any Transferred Asset remains with, or has been transferred to, the Company or any of its Subsidiaries (excluding the Transferred Entities), the Company shall (A) reimburse, or cause the relevant Subsidiary of the Company (excluding the Transferred Entities) to reimburse the relevant Transferred Entity (or such other Transferred Entity nominated by the Company) the amount referred to in clause (i) above or (B) promptly execute and/or cause the relevant Subsidiary of the Company (including the Transferred Entities) to execute, such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset from the Company or its Subsidiary (excluding the Transferred Entities) to a Transferred Entity nominated by the Company. (ii) If, following Closing, (i) any Transferred Entity receives a payment with respect to an Excluded Asset remained with or (ii) the Company or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such including the Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (iiEntities) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) becomes aware that any Excluded Asset has been transferred to, or remains with, the Transferred Entities, the Company shall (A) cause the relevant Transferred Entity to reimburse the Company or the relevant Subsidiary of the Company (excluding the Transferred Entities) the amount referred to in clause (i) above or comes into (B) promptly execute and/or cause the possession or receipt ofrelevant Subsidiary of the Company (including the Transferred Entities) to execute such documents as may be reasonably necessary to procure the transfer of any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible from the Transferred Entity to FCB the Company or its designated a Subsidiary and of the Company nominated by the Company (ii) any Assumed Liability remained with (or comes into other than the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferredTransferred Entities), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (iii) For the avoidance of doubt, this clause (c) Following the Closing, FCB shall only apply if an Alternative Transaction Election has been made and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained BusinessInvestor has made a Ring-Fencing Election in accordance with Section 5.7(b)(i).

Wrong Pockets. (a) Upon To the terms and conditions set forth in extent that right, title or interest to any Excluded Asset is acquired by either Purchaser or any assignee of either Purchaser under this Agreement or the Real Estate Purchase Agreement, ifas applicable, following (directly or indirectly, including through the Closingpurchase of the Acquired Interests), (i) such Purchaser shall, and shall cause any Transferred applicable assignee of such Purchaser to, promptly transfer any Excluded Asset remained with for nominal consideration to Seller or one of its designees (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Excluded Assets (or comes into part thereof) or the possession or receipt of) FCB relevant interests in them to Seller or any of its Subsidiaries (other than any Group Companysuch designees), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional considerationextent permitted by Law, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt shall be held in trust for Seller pending such transfer. Seller shall be responsible for reasonable out-of) FCB or -pocket expenses incurred by such Purchaser and/or any of its SubsidiariesAffiliates in connection with the transfer contemplated by this Section 9. Each Purchaser shall, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to Affiliates to, promptly pay or deliver to TopCo Seller (or its designated Subsidiary Affiliates) any monies, deposits, monies or checks or other receivables that are have been received by FCB such Purchaser or any of its Subsidiaries Affiliates following the Closing to the extent they are (or represent the proceeds of) an Excluded Asset. (b) To the Business. Following extent that right, title or interest to any Acquired Assets on or prior to the Closing Date, is held by Seller or any of its Affiliates after the Closing, TopCo (i) Seller shall, and shall cause any applicable Affiliate of Seller to, promptly transfer any such OpCo Acquired Asset to OpCo Purchaser or any assignee of OpCo Purchaser and any such Transferred Real Estate Assets to PropCo Purchaser or any assignee of PropCo Purchaser, as applicable, under this Agreement or the Real Estate Purchase Agreement, as applicable (including executing all such agreements, deeds or other documents as may be necessary for the purposes of transferring such Acquired Assets (or part thereof) or the relevant interests in them to OpCo Purchaser or any such assignee of OpCo Purchaser), and (ii) to the extent permitted by Law, such Acquired Assets shall be held in trust for the applicable Purchaser pending such transfer. Seller shall, and shall cause its Subsidiaries to Affiliates to, promptly pay or deliver to FCB the applicable Purchaser (or its designated Subsidiary Affiliates) any monies, deposits, monies or checks that have been received by Seller or other receivables that are received TopCo or any of its Subsidiaries Affiliates following the Closing to the extent they are (or represent the proceeds of) an Acquired Asset. (c) Following the Retained Closing, Seller authorizes OpCo Purchaser and its Affiliates to receive mail, packages and other communications (including electronic communications) that do not relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and the Purchasers authorize Seller and its Affiliates to receive mail, packages and other communications (including electronic communications) that relate to the Business, the Acquired Assets or the OpCo Assumed Liabilities and, after reasonable review of such mail, packages and other communications, (a) if the party that received such mail, packages or communications reasonably determines that such mail, packages or other communications are not intended for it or its Affiliates or any of their respective officers or directors, such receiving party may open such mail, packages or other communications and may retain the same to the extent, in the case of OpCo Purchaser, that they are related to the Business and, in the case of Seller, that they relate to any retained businesses or operations of Seller or any of its Affiliates or any Excluded Asset, and such receiving party shall promptly refer, forward or otherwise deliver such mail, packages or other communications (or to the extent applicable, copies thereof) that relate to both the Business, the OpCo Acquired Assets, the OpCo Acquired Companies or the OpCo Assumed Liabilities, on the one hand, and any retained businesses or operations of Seller or any of its Affiliates or any Excluded Assets, on the other hand, to the other party or (b) if the receiving party reasonably determines that such mail, packages or other communications are intended for the other party or its Affiliates or any of their respective officers or directors, the receiving party and its Affiliates may not open such mail, packages or other communications and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. If a receiving party in good faith mistakenly opens such mail, packages or other communications intended for another party or its Affiliates or any of their respective officers or directors, such party may not retain such mail, package or other communication and shall promptly refer, forward or otherwise deliver such mail, packages or other communications to the applicable party at the address listed in Section 25 of this Agreement. The provisions of this Section 9(c) are not intended to, and shall not be deemed to, constitute an authorization by any party or its Affiliates to permit any other party or any of its Affiliates to accept service of process on its behalf, and no party is, and shall not be deemed to be the agent of, any other party for service of process purposes. (d) The covenants and agreements of this Section 9 shall survive the Closing.

Wrong Pockets. If, during the period between Completion and the date that is 12 months after the expiry of the Initial Period or earlier termination of the Services Agreement, the Buyer or the Seller becomes aware that: (a) Upon the terms and conditions set forth in this Agreementlegal title to, ifor the beneficial interest in, following the Closing, any: (i) any Transferred Asset remained with (remains vested in, possessed by or comes into registered to the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and Seller; or (ii) any Excluded Liability has Assets have been transferred to the Buyer or is otherwise no longer vested in, possessed by or registered to the Seller, (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferredMissing Asset), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability.; or (b) Upon any service provided by the terms and conditions set forth in this AgreementSeller to the Business prior to Completion is no longer being provided, ifor capable of being provided from the Seller, following to the Closing, Business after Completion (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferredMissing Service), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability.; or (c) Following any supply or undocumented arrangements between the Closing, FCB shall Company and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables the Seller that are received by FCB or its Subsidiaries had a material flow on affect to the extent they are ordinary course revenue of the Business generated prior to Completion is no longer being provided (Missing Arrangement); the Party which should have legal title to, or the beneficial interest in or benefit of the Missing Asset, Missing Service or Missing Arrangement (Correct Owner) must: (d) notify the other Party of the Missing Asset, Missing Service or Missing Arrangement; and (e) promptly and in any event on demand by the Buyer or the Seller (as applicable) and on terms that no additional consideration (or represent no more than $1 consideration, at the proceeds election of the Correct Owner) is provided by any person: (i) execute or procure the execution of, all such agreements or documents as may be necessary for the purpose of: (A) transferring (free of Security Interests other than Permitted Security Interests) all right, title and interest in the Business. Following Missing Asset; (B) re-establishing the Closingsupply of the Missing Service for a reasonable transitionary period of at least 12 months; or (C) re-establishing the Missing Arrangement for a reasonable transitionary period of at least 12 months, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they Correct Owner; and (ii) do, or procure to be done, all such further acts or things and procure the execution of all such other documents as are (or represent the proceeds ofappropriate to give effect to paragraphs 17(e)(i)(A) the Retained Businessto 17(e)(i)(C) above.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, ifIf, following the ClosingAMP Closing (including following the completion of the conveyance, (i) any Transferred Asset remained with (transfer, contribution or comes into the possession or receipt of) FCB or any assignment of its Subsidiaries (other than any Group Companya Delayed Transfer Asset), FCB shall any right, property, asset or Liability is found to have been transferred to an AMP Entity in error, AMPSA shall cause its the applicable Subsidiary AMP Entity to transfer, for no additional considerationat AGSA’s cost, such Transferred Asset as soon as possible to TopCo right, property, asset (and any related Liability) or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible reasonably practicable to FCBthe AGSA Retained Subsidiary designated by AGSA, and FCB AGSA shall cause the applicable AGSA Retained Subsidiary to accept such right, property, asset (and any related Liability) or its Liability, as applicable. If, following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been retained by any AGSA Retained Subsidiary in error, AGSA shall, or shall cause the applicable AGSA Retained Subsidiary to, transfer, at AGSA’s cost, such right, property, asset (and any related Liability) or Liability as soon as reasonably practicable to the AMP Entity designated Subsidiary by AMPSA, and AMPSA shall cause the applicable AMP Entity to accept such right, property, asset (and any related Liability) or Liability, as applicable. Each party hereto shall give prompt written notice to the other party hereto if any AGSA Retained Subsidiary, on the one hand, or any AMP Entity, on the other hand, discovers that any such Excluded Liabilityright, property or Liability has been transferred to an AMP Entity in error or retained by an AGSA Retained Subsidiary in error. (b) Upon the terms and conditions set forth in this Agreement, ifIf, following the ClosingAMP Closing (including following the completion of the conveyance, (i) transfer, contribution or assignment of a Delayed Transfer Asset), any Excluded Asset has right, property, asset or Liability is found to have been transferred to (or comes into the possession or receipt of) any Group Companyan AGSA Retained Subsidiary in error, TopCo shall or AGSA shall cause such other the applicable Group Company AGSA Retained Subsidiary to transfer, for no additional considerationat AGSA’s cost, such Excluded Asset as soon as possible to FCB right, property, asset (and any related Liability) or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible reasonably practicable to TopCo the AMP Entity designated by AMPSA, and AMPSA shall cause the applicable AMP Entity to accept such right, property, asset (and any related Liability) or its Liability, as applicable. If, following the AMP Closing (including following the completion of the conveyance, transfer, contribution or assignment of a Delayed Transfer Asset), any right, property, asset or Liability is found to have been retained by any AMP Entity in error, AMPSA shall, or shall cause the applicable AMP Entity to, transfer, at AGSA’s cost, such right, property, asset (and any related Liability) or Liability as soon as reasonably practicable to the AGSA Retained Subsidiary designated by AGSA, and AGSA shall cause the applicable AGSA Retained Subsidiary to accept such right, property, asset (and any related Liability) or Liability, as applicable. Each party hereto shall give prompt written notice to the other party hereto if any AMP Entity, on the one hand, or any AGSA Retained Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for on the other hand, discovers that any such Excluded Liabilityright, property or Liability has been transferred to an AGSA Entity in error or retained by an AMP Entity in error. (c) Following the ClosingAMP Closing (including following the completion of the conveyance, FCB shall transfer, contribution or assignment of a Delayed Transfer Asset), unless otherwise provided in the Services Agreement, each of AGSA and AMPSA shall cause its the AGSA Retained Subsidiaries or the AMP Entities, respectively, to promptly pay or deliver to TopCo the other party hereto (or its designated Subsidiary designees) any monies, deposits, checks or other receivables that are received by FCB such party (or its the AGSA Retained Subsidiaries or AMP Entities, as applicable) to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries AMP Business (to the extent they are received by an AGSA Retained Subsidiary) or the AGSA Retained Business (or represent to the proceeds of) the Retained Businessextent received by an AMP Entity).

Wrong Pockets. (a) Upon the terms From and conditions set forth in this Agreement, if, following after the Closing, (i) if any Transferred Asset remained with (or comes into the possession or receipt of) FCB Seller or any of its Subsidiaries (other than their respective Affiliates receives or collects any Group Companyfunds relating to any Purchased Asset, including for the avoidance of doubt any Included Annual Contract Accounts pursuant to Section 2.1(a)(x), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional considerationany Post-Closing Accounts Receivable, such Transferred Asset as soon as possible Seller or such Affiliate shall remit such funds to TopCo or Buyer within five (5) Business Days after its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liabilitythereof. (b) Upon the terms From and conditions set forth in this Agreement, if, following after the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB if Buyer or any of its SubsidiariesAffiliates receives or collects any funds that are not a Purchased Asset or any Pre-Closing Accounts Receivable and are otherwise due to Sellers or any of their Affiliates, FCB Buyer or such Affiliate shall or shall cause remit such funds to Rubicon Tech Holdings within five (5) Business Days after its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilityreceipt thereof. (c) Following If, at any time within twelve (12) months after the Closing, FCB any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to a Excluded Liability, then, at Sellers’ expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller or the appropriate Affiliate of Sellers such Excluded Asset or Excluded Liability; (ii) the appropriate Seller or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Sellers and Buyer shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to promptly pay effect the transfer of such Excluded Asset or deliver Excluded Liability back to TopCo the appropriate Seller or its designated Subsidiary any moniesappropriate Affiliate, deposits, checks in each case such that each Party is put into the same economic position as if such action had been taken on or other receivables that are received by FCB or its Subsidiaries prior to the extent they are Closing Date. (or represent the proceeds ofd) the Business. Following If, at any time after the Closing, TopCo any asset held by a Seller or its Affiliates is ultimately determined to be a Purchased Asset or a Seller or any of its Affiliates is found to be subject to an Assumed Liability, then, at Buyer’s expense, (i) such Seller shall return or transfer and convey (without further consideration) to Buyer or the appropriate Affiliate such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Sellers and Buyer shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to promptly pay effect the transfer of such Purchased Asset or deliver Assumed Liability back to FCB Buyer or its designated Subsidiary any moniesappropriate Affiliate, deposits, checks in each case such that each Party is put into the same economic position as if such action had been taken on or other receivables that are received TopCo or its Subsidiaries prior to the extent they are (or represent the proceeds of) the Retained BusinessClosing Date.

Wrong Pockets. (a) Upon If, at any time after the terms Closing and conditions set forth prior to the five-year anniversary thereof, Parent or any of its Affiliates (i) receives any funds (including any reimbursement, refund or other amount relating to any claim in this Agreementrespect of workers’ compensation, iflitigation, following insurance or otherwise) arising from any HL Business Asset, (ii) owns or is in possession of any HL Business Asset, or (iii) remains subject to any HL Business Liabilities or any HL Business Liabilities were not assumed by an HL Subsidiary prior to the Closing, then Parent shall promptly transfer or assign, or cause its applicable Affiliate to transfer or assign, such funds, HL Business Assets, or HL Business Liabilities to Newco or its designated Affiliate (and Newco or its designated Affiliate shall accept any such funds, HL Business Assets and irrevocably assume any such HL Business Liabilities), for no additional consideration. Until the earlier of (i) the date on which such transfer is effected and (ii) the five-year anniversary of the Closing, Parent shall, or shall cause its applicable Affiliate to, preserve the value of, and hold in trust for the use and benefit of Newco or its designated Affiliate, such funds or HL Business Assets and provide to Newco or its designated Affiliate all of the benefits arising from such funds or HL Business Assets and otherwise cause such funds or HL Business Assets to be used as reasonably instructed by Newco or its designated Affiliate. (b) If, at any Transferred Asset remained with (or comes into time after the possession or receipt of) FCB Closing and prior to the five-year anniversary thereof, Newco or any of its Subsidiaries (i) receives any funds (including any reimbursement, refund or other amount relating to any claim in respect of workers’ compensation, litigation, insurance or otherwise) arising from the Parent Retained Business (excluding any funds to which Newco or any of its Subsidiaries is entitled pursuant to this Agreement or any Ancillary Agreement) or (ii) remains subject to any Parent Retained Liabilities or any Parent Retained Liabilities were not retained by Parent or any of its Affiliates (other than the HL Subsidiaries or any Group CompanySubsidiaries of Newco), FCB then Newco shall promptly transfer or assign, or cause its applicable Subsidiary to transfer or assign, such funds or Parent Retained Liabilities to Parent or its designated Affiliate (and Parent or its designated Affiliate shall accept any such funds and irrevocably assume any such Parent Retained Liabilities), for no additional consideration. Until the earlier of (i) the date on which such transfer is effected and (ii) the five-year anniversary of the Closing, Newco shall, or shall cause its applicable Subsidiary to transferto, preserve the value of, and hold in trust for no additional consideration, such Transferred Asset as soon as possible to TopCo the use and benefit of Parent or its designated Subsidiary Affiliate, such funds and provide to Parent or its designated Affiliate all of the benefits arising from such funds and otherwise cause such funds to be used as reasonably instructed by Parent or its designated Affiliate. (iic) Notwithstanding anything in this Section 7.12 to the contrary, this Section 7.12 shall not apply to Taxes, other than Parent Retained Tax Liabilities; provided that, if, at any Excluded Liability has transferred to (or comes into time after the possession or receipt of) TopCo Closing, Newco or any of its SubsidiariesSubsidiaries receives any refund of Taxes attributable to Parent Retained Tax Liabilities, TopCo Newco shall promptly transfer or shall assign, or cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional considerationassign, such Excluded Liability as soon as possible refund to FCB, and FCB Parent or its designated Subsidiary shall accept any such Excluded LiabilityAffiliate. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon the terms From and conditions set forth in this Agreement, if, following after the Closing, (i) if any Transferred Asset remained with (or comes into the possession or receipt of) FCB Seller or any of its Subsidiaries (other than their respective Affiliates receives or collects any Group Company), FCB shall or shall cause its applicable Subsidiary funds relating to transfer, for no additional considerationany Purchased Asset, such Transferred Asset as soon as possible Seller or such Affiliate shall remit such funds to TopCo or Buyer within twenty (20) Business Days after its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liabilitythereof. (b) Upon the terms From and conditions set forth in this Agreement, if, following after the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB if Buyer or any of its SubsidiariesAffiliates receives or collects any funds that are not a Purchased Asset and are otherwise due to Sellers or any of their Affiliates, FCB Buyer or such Affiliate shall or shall cause remit such funds to Allscripts Healthcare within twenty (20) Business Days after its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilityreceipt thereof. (c) Following If, at any time after the Closing, FCB any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to a Excluded Liability, then, at Sellers’ expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller or the appropriate Affiliate of Sellers such Excluded Asset or Excluded Liability; (ii) the appropriate Seller or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Sellers and Buyer shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to promptly pay effect the transfer of such Excluded Asset or deliver Excluded Liability back to TopCo the appropriate Seller or its designated Subsidiary any moniesappropriate Affiliate, deposits, checks in each case such that each Party is put into the same economic position as if such action had been taken on or other receivables that are received by FCB or its Subsidiaries prior to the extent they are Closing Date. (or represent the proceeds ofd) the Business. Following If, at any time after the Closing, TopCo any asset held by a Seller or its Affiliates is ultimately determined to be a Purchased Asset or a Seller or any of its Affiliates is found to be subject to an Assumed Liability, then, at Buyer’s expense, (i) such Seller shall return or transfer and convey (without further consideration) to Buyer or the appropriate Affiliate such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Sellers and Buyer shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to promptly pay effect the transfer of such Purchased Asset or deliver Assumed Liability back to FCB Buyer or its designated Subsidiary any moniesappropriate Affiliate, deposits, checks in each case such that each Party is put into the same economic position as if such action had been taken on or other receivables that are received TopCo or its Subsidiaries prior to the extent they are (or represent the proceeds of) the Retained BusinessClosing Date.

Wrong Pockets. (ai) Upon the terms and conditions set forth in this Agreement, if, following If at any time after the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB Buyer or any of its Subsidiaries Affiliates shall identify, receive, or otherwise possess any asset or liability that should belong to Seller or any Affiliate thereof pursuant to this Agreement (other than any Group Companysuch asset, a “Later Identified Excluded Asset”, and any such liability, a “Later Identified Excluded Liability”), FCB then Buyer shall promptly notify Seller in writing of such Later Identified Excluded Asset or shall Later Identified Excluded Liability and transfer, convey, assign, and deliver to Seller, or cause its applicable Subsidiary to transferbe transferred, conveyed, assigned, or delivered to Seller, for no additional consideration, such Transferred Asset asset or liability to Seller. Such Later Identified Excluded Assets or Later Identified Excluded Liability will be deemed to have been assets or liabilities of Seller for purposes of this Agreement and any applicable Transaction Document, effective as soon as possible of the date of transfer, conveyance, assignment, and delivery to TopCo or its designated Subsidiary and Seller. (ii) If at any Excluded time after the Closing, Seller shall identify, receive, or otherwise possess any asset or liability that should belong to Buyer pursuant to 13 this Agreement (any such asset, a “Later Identified Asset”, and any such liability, a “Later Identified Assumed Liability”), then Seller shall promptly notify Buyer in writing of such Later Identified Asset or Later Identified Assumed Liability has transferred and transfer, convey, assign, and deliver to (or comes into the possession or receipt of) TopCo or any of its SubsidiariesBuyer, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), conveyed, assigned, or delivered to Buyer, for no additional consideration, such Excluded asset or liability to Buyer or its Affiliates, as applicable. Such Later Identified 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 soon as possible to FCBof the date of transfer, conveyance, assignment, and FCB or its designated Subsidiary shall accept any such Excluded Liabilitydelivery to Buyer. (biii) Upon Prior to any such transfer of Later Identified Excluded Assets or Later Identified Assets pursuant to Section 9(b)(i) or Section 9(b)(ii), Seller and Buyer agree that the terms and conditions set forth 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, iftitle, following and interest in and to such assets shall be conveyed to the Closingrightful 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. (iv) If at any time there exist (i) assets that any Excluded Asset has Party discovers were, contrary to the agreements among the Parties, by mistake or unintentional or other omission, transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB Buyer or any of its SubsidiariesAffiliates or retained by Seller or (ii) liabilities that any Party discovers were, FCB contrary to the agreements among the Parties, by mistake or unintentional or other omission, assumed by Buyer or any of its Affiliates or retained by Seller, 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 cause its applicable Subsidiary to transfer (or cause not use the determination that remedial actions need to be transferred), for no additional consideration, such Assumed Liability as soon as possible taken to TopCo alter the original intent of the Parties with respect to the assets to be transferred to or liabilities to be assumed by Buyer or any of its designated Subsidiary, and TopCo Affiliates or its designated Subsidiary retained by Seller. Each Party shall accept and otherwise be responsible for any such Excluded Liability. (c) Following reimburse the Closing, FCB shall and shall cause its Subsidiaries to promptly pay other Party or deliver to TopCo or its designated Subsidiary any monies, deposits, checks make other financial adjustments or other receivables that are received by FCB adjustments to remedy any mistakes or its Subsidiaries omissions relating to any of the extent they are (assets transferred or represent any of the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries liabilities assumed or retained pursuant to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businessthis Section 9(b).

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, ifIf, following Closing and prior to the two-year anniversary of the Closing, Buyers or either Company (i) except to the extent reflected or otherwise taken into account in the Final Cash Consideration, receives a payment with respect to an Excluded Asset or correspondence intended for the Retained Business or (ii) becomes aware that it owns any Transferred Excluded Asset remained with (or comes into the possession retained, assumed or receipt of) FCB otherwise remains or becomes liable for any of its Subsidiaries (other than any Group Company)Excluded Liability, FCB Buyers shall or shall cause its the applicable Subsidiary Company to transferpromptly inform Sellers of that fact in writing. Thereafter, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and at the request of Sellers (ii) in the case of any Excluded Liability has transferred to Asset) or Buyers (or comes into in the possession or receipt of) TopCo or case of any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferredExcluded Liability), for no additional considerationBuyers and Sellers shall undertake, as applicable, (A) to reimburse and/or cause the applicable Company to reimburse Sellers or their relevant Affiliate the amount referred to in clause (i) above or deliver such correspondence to Sellers or (B) to execute and/or cause applicable Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset or assumption of such Excluded Liability as soon as possible to FCB, and FCB or by the applicable Seller or its designated Subsidiary shall accept any such Excluded LiabilityAffiliate for no consideration. (b) Upon the terms and conditions set forth in this Agreement, ifIf, following Closing and prior to the two-year anniversary of the Closing, Sellers or any of their Affiliates (i) receives a payment with respect to any Excluded Transferred Asset has transferred to or correspondence intended for the Business or (ii) becomes aware that it owns any Transferred Asset or comes into the possession retained, assumed or receipt of) otherwise remains or becomes liable for any Group CompanyAssumed Liability, TopCo shall Sellers shall, or shall cause such other Affiliate to, promptly inform Buyers of that fact in writing. Thereafter, at the request of Buyers (in the case of any Transferred Asset) or Sellers (in the case of any Assumed Liability), Buyers and Sellers shall undertake, as applicable, (A) to reimburse and/or cause their relevant Affiliate to reimburse the applicable Group Company the amount referred to transferin clause (i) above or deliver such correspondence to Buyers or (B) to execute and/or cause their relevant Affiliate to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or the Assumption of any such Assumed Liability, to or by the applicable Company for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following Without limiting Section 4.21(a) and Section 4.21(b), from and after the Closing until the second (2nd) anniversary of the Closing Date, Seller shall, at no cost to Buyers, transfer to Buyers any asset owned by and in the possession or control of Seller Parent or its Subsidiary to the extent that the failure of Seller or its Subsidiary to transfer, or otherwise grant such access or use to, such asset as of the Closing resulted in a breach, as of the Closing, FCB shall of any of the representations and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businesswarranties of Seller contained in Section 2.21(b).

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, if, following If at any time after the Closing, : (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB Seller or any of its Subsidiaries Affiliates receives (A) any refund or other than 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 Group Company)refund or other amount which is related to Business or the Purchased Assets for which ▇▇▇▇▇ is responsible hereunder, FCB and which amount is not an Excluded Asset, or is otherwise properly due and owing to Buyer in accordance with the terms of this Agreement, Seller shall, and shall cause its Affiliates to, promptly remit, or shall cause to be remitted, such amount to Buyer; or (ii) Buyer or any of its applicable Subsidiary 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 terms of this Agreement, or (B) any refund or other amount which is related to claims or other matters for which ▇▇▇▇▇▇ is responsible hereunder, and which amount is not a Purchased Asset, or is otherwise properly due and owing to Seller or any Affiliate thereof in accordance with the terms of this Agreement, Buyer promptly shall remit, or shall cause to be remitted, such amount to Seller. (b) If at any time after the Closing, Buyer or any of its Affiliates 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 Transferred Asset as soon as possible asset or liability to TopCo Seller or its designated Subsidiary and (ii) any Affiliates, as applicable. Such Later Identified Excluded Assets or Later Identified Excluded Liability has transferred will be deemed to have been assets or liabilities of Seller for purposes of this Agreement and any applicable Transaction Document, effective as of the date of transfer, conveyance, assignment and delivery to Seller. (or comes into c) If at any time after the possession or receipt of) TopCo Closing, any Seller Party or any of its SubsidiariesAffiliates shall identify, TopCo 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 shall cause its applicable Subsidiary Later Identified Assumed Liability and transfer, convey, assign and deliver to transfer (Buyer, or cause to be transferred), conveyed, assigned, or delivered to Buyer, for no additional consideration, such Excluded Liability as soon as possible asset or liability to FCB, and FCB Buyer or its designated Subsidiary shall accept 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 such Excluded Liabilityapplicable Transaction Document, effective as of the date of transfer, conveyance, assignment and delivery to Buyer. (bd) Upon Prior to any such transfer 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 terms and conditions set forth 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, iftitle and interest in such assets shall be conveyed to the rightful owner at the time of transfer, following and such assets will be deemed to have been the Closingassets 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 Excluded Asset has Party discovers were, contrary to the agreements among the Parties, by mistake or unintentional or other omission, transferred to (Buyer or comes into the possession retained by Seller or receipt of) any Group Companyof their respective Affiliates, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and or (ii) liabilities that any Assumed Liability remained with (Party discovers were, contrary to the agreements among the Parties, by mistake or comes into the possession unintentional or receipt of) FCB other omission, assumed by Buyer or retained by Seller or any of its Subsidiariestheir respective Affiliates, FCB 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 cause its applicable Subsidiary to transfer (or cause not use the determination that remedial actions need to be transferred), for no additional consideration, such Assumed Liability as soon as possible taken to TopCo alter the original intent of the Parties with respect to the assets to be transferred to or its designated Subsidiary, and TopCo liabilities to be assumed by Buyer or its designated Subsidiary retained by Seller or any of their respective Affiliates. Each Party shall accept and otherwise be responsible for reimburse any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay other Party or deliver to TopCo or its designated Subsidiary any monies, deposits, checks make other financial adjustments or other receivables that are received by FCB adjustments to remedy any mistakes or its Subsidiaries omissions relating to any of the extent they are (assets transferred or represent any of the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries liabilities assumed or retained pursuant to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businessthis Section 5.4(e).

Wrong Pockets. (a) Upon In the terms and conditions set forth in this Agreementevent that, if, following after the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB Seller or any of its Subsidiaries Affiliates receives any payment related to any Purchased Asset, Seller shall use (other than any Group Company), FCB shall or and shall cause its applicable Subsidiary Affiliates to transferuse) commercially reasonable efforts to remit any such payment by Wire Transfer within five Business Days (or cause to be so remitted within five Business Days) such funds to Buyer, for no additional consideration, but in any event such Transferred Asset funds shall be remitted to Buyer as soon as possible thereafter. (b) In the event that, after the Closing, Buyer or any its Affiliates receives any payment related to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred Assets, Buyer shall use (and shall cause its Affiliates to use) commercially reasonable efforts to remit any such payment by Wire Transfer within five Business Days (or comes into cause to be so remitted within five Business Days) such funds to Seller, but in any event such funds shall be remitted to Seller as soon as possible thereafter. (c) In the possession or receipt of) TopCo event that, after the Closing, Seller or any of its SubsidiariesAffiliates pays or discharges an Assumed Liability, TopCo Buyer shall or (and shall cause its Affiliates to) reimburse Seller or such Affiliate for any amount so paid or discharged promptly (and in any event within five Business Days) following the request from Seller or such Affiliate, accompanied by reasonable documentation for payment. (d) In the event that, after the Closing, Buyer or any of its Affiliates pays or discharges a Retained Liability, Seller shall (and shall cause its Affiliates to) reimburse Buyer or such Affiliate for any amount so paid or discharged promptly (and in any event within five Business Days) following the request from Buyer or such Affiliate, accompanied by reasonable documentation for payment. (e) Subject to Section 5.7, in the event that record or beneficial ownership or possession of any property, right, Contract or other asset constituting a Purchased Asset is held by Seller or its Affiliates on or after the Closing Date, at Buyer’s request, Seller shall, subject to applicable Subsidiary Law and the terms of any relevant Contract, use commercially reasonable efforts to transfer (or cause to be transferred)) to Buyer or a designated Affiliate thereof such property, right, Contract or asset for no additional considerationor nominal value; provided that pending such transfer, such Excluded Liability as soon as possible subject to FCB, applicable Law and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreementof any relevant Contract, ifSeller shall, following the Closingor shall cause its Affiliates to, (i) any Excluded Asset has transferred to (operate or comes into the possession retain such property, right Contract or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset asset as soon as possible to FCB or its designated Subsidiary may reasonably be instructed by Buyer and (ii) provide Buyer all of the rights and benefits and obligations and burdens associated with the ownership and operation thereof. (f) In the event that record or beneficial ownership or possession of any Assumed Liability remained with property, right, Contract or other asset constituting an Excluded Asset is held by Buyer or its Affiliates on or after the Closing Date, at Seller’s request, and subject to applicable Law and the terms of any relevant Contract, Buyer shall use (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or and shall cause its applicable Subsidiary Affiliates to use) commercially reasonable efforts to transfer (or cause to be transferred)) to Seller or a designated Affiliate thereof such property, right, Contract or asset for no additional considerationor nominal value; provided that pending such transfer, such Assumed Liability as soon as possible subject to TopCo applicable Law and the terms of any relevant Contract, Buyer shall, or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay Affiliates to, (i) operate or deliver to TopCo retain such property, right Contract or its designated Subsidiary any monies, deposits, checks or other receivables that are received asset as may reasonably be instructed by FCB or its Subsidiaries to Seller and (ii) provide Seller all of the extent they are (or represent rights and benefits and obligations and burdens associated with the proceeds of) the Business. Following the Closing, TopCo shall ownership and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businessoperation thereof.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing, Buyer or any of the Transferred Subsidiaries (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset, including any refund or other amount which is related to claims, litigation, insurance or other matters for which Sellers are responsible hereunder, and which amount is not a Transferred Asset remained with (or comes into the possession or receipt of) FCB or an asset of any of its the Transferred Subsidiaries, or is otherwise properly due and owing to Sellers or one of their Subsidiaries in accordance with the terms of this Agreement or (other than ii) becomes aware that it owns any Group Company)Excluded Asset or is subject to any Retained Liability, FCB Buyer shall or shall cause its the applicable Transferred Subsidiary to transferpromptly inform Sellers of that fact in writing. Thereafter, for no additional considerationBuyer shall (and Sellers shall reasonably cooperate with Buyer), such as applicable, (A) reimburse and/or cause the applicable Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to reimburse Sellers or their relevant Controlled Affiliates the amount referred to in clause (i) above or (B) execute and/or cause the applicable Transferred Subsidiary to execute such documents as may be reasonably necessary to procure the transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept of any such Excluded LiabilityAsset or Retained Liability to Sellers or a Controlled Affiliate of Sellers nominated by Sellers. (b) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing, Sellers or any Controlled Affiliate of Sellers (other than the Transferred Subsidiaries) (i) receives a payment with respect to a Transferred Asset, including any refund or other amount which is related to claims, litigation, insurance or other matters for which ▇▇▇▇▇ is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Buyer or one of its Controlled Affiliates (including the Transferred Subsidiaries) in accordance with the terms of this Agreement or (ii) becomes aware that it owns any Transferred Asset has transferred or is subject to (or comes into the possession or receipt of) any Group CompanyAssumed Liability, TopCo shall Sellers shall, or shall cause such other Controlled Affiliate of Sellers to, promptly inform Buyer of that fact in writing. Thereafter, Sellers shall (and Buyer shall reasonably cooperate with Sellers), as applicable, (A) reimburse and/or cause its relevant Controlled Affiliate to reimburse the applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB Transferred Subsidiary (or Buyer or its designated Subsidiary and Controlled Affiliate, as applicable) the amount referred to in clause (iii) above or (B) execute and/or cause the relevant Controlled Affiliate of Sellers to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or Assumed Liability remained with to the applicable Transferred Subsidiary (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo Buyer or its designated SubsidiaryControlled Affiliate, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilityas applicable). (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon the terms and conditions set forth in this AgreementSubject to Section ‎2.10, if, following at any time after the Closing, a Goodyear Group Member holds any Transferred Asset or is subject to any Assumed Liability, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company)Goodyear shall, FCB shall or shall cause its the applicable Subsidiary Goodyear Group Member to, to transfer, for no additional transfer and convey (without further consideration, ) to SRI or the appropriate Transferred Entity such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and Assumed Liability; (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its SubsidiariesSRI shall, TopCo shall or shall cause its applicable Subsidiary to transfer the appropriate Transferred Entity to, accept such Transferred Asset and assume and discharge such Assumed Liability (or cause to be transferredwithout further consideration), for no additional consideration, such Excluded Liability as soon as possible to FCB; and (iii) Goodyear and SRI shall, and FCB shall cause their appropriate Affiliates to, execute such documents or its designated Subsidiary shall accept any instruments of conveyance or assumption and take such Excluded further acts as are reasonably necessary or desirable to effect such transfer of such Transferred Asset or such assumption of such Assumed Liability, in each case such that each party is put into the same economic position as if such action had been taken at the Closing. (b) Upon the terms and conditions set forth in this AgreementIf, if, following at any time after the Closing, SRI or a Transferred Entity holds any Excluded Asset or is subject to any Excluded Liability, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group CompanySRI shall, TopCo shall or shall cause such other the applicable Transferred Entity to, use all reasonable efforts to transfer and convey (without further consideration) to Goodyear or the appropriate Goodyear Group Company to transfer, for no additional consideration, Member such Excluded Asset as soon as possible to FCB or its designated Subsidiary and Excluded Liability; (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its SubsidiariesGoodyear shall, FCB shall or shall cause its applicable Subsidiary to transfer appropriate Affiliate to, accept such Excluded Asset and assume and discharge such Excluded Liability (or cause to be transferredwithout further consideration), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary; and (iii) SRI and Goodyear shall, and TopCo shall cause their appropriate Affiliates to, execute such documents or its designated Subsidiary shall accept instruments of conveyance or assumption and otherwise be responsible for any take such further acts as are reasonably necessary or desirable to effect such transfer of such Excluded Asset or such assumption of such Excluded Liability, in each case such that each party is put into the same economic position as if such action had been taken at the Closing. (c) Following Subject to Section ‎2.10, if, at any time after the Closing, FCB either Party identifies any “DUNLOP” or D Device Trademark registered or applied for in connection with the Dunlop Products with or by any Governmental Authority in the Covered Territories that was owned by a Goodyear Group Member as of the Closing but is not set forth in Schedule ‎2.2(a)(ii) (any such Trademark, an “Omitted Dunlop Trademark”), (i) Goodyear shall, or shall cause the applicable Goodyear Group Member to, to transfer and convey (without further consideration) to SRI or the appropriate Transferred Entity such Omitted Dunlop Trademark and all Liabilities associated therewith arising after the Closing; (ii) SRI shall, or shall cause the appropriate Transferred Entity to, accept such Omitted Dunlop Trademark and assume and discharge all such Liabilities; (iii) Goodyear and SRI shall, and shall cause its Subsidiaries to promptly pay their appropriate Affiliates to, execute documents or deliver to TopCo instruments of conveyance or its designated Subsidiary assumption and (iv) any moniessuch Omitted Dunlop Trademark shall be deemed a “Transferred Dunlop Trademark” hereunder as of the Closing (other than (including as the term “Transferred Dunlop Trademarks” is used within “Registered Transferred IP”, deposits“Transferred IP” and “Transferred Assets”) for purposes of the representations and warranties given in Article III herein or, checks or other receivables that are received by FCB or its Subsidiaries to for the extent they are (or represent avoidance of doubt, the proceeds of) the Business. Following the Closing, TopCo shall covenants and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businessobligations included in Section ‎4.1).

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing, Buyer or any of the Transferred Subsidiaries (i) except to the extent reflected or otherwise taken into account in the Final Purchase Price, receives a payment with respect to an Excluded Asset, including any refund or other amount which is related to claims, litigation, insurance or other matters for which Sellers are responsible hereunder, and which amount is not a Transferred Asset remained with (or comes into the possession or receipt of) FCB or an asset of any of its the Transferred Subsidiaries, or is otherwise properly due and owing to Sellers or one of their Subsidiaries in accordance with the terms of this Agreement or (other than ii) becomes aware that it owns any Group Company)Excluded Asset or is subject to any Retained Liability, FCB Buyer shall or shall cause its the applicable Transferred Subsidiary to transferpromptly inform Sellers of that fact in writing. Thereafter, for no additional considerationBuyer shall (and Sellers shall reasonably cooperate with Buyer), such as applicable, (A) reimburse and/or cause the applicable Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to reimburse Sellers or their relevant Controlled Affiliates the amount referred to in clause (i) above or (B) execute and/or cause the applicable Transferred Subsidiary to execute such documents as may be reasonably necessary to procure the transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept of any such Excluded LiabilityAsset or Retained Liability to Sellers or a Controlled Affiliate of Sellers nominated by Sellers. (b) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing, Sellers or any Controlled Affiliate of Sellers (other than the Transferred Subsidiaries) (i) receives a payment with respect to a Transferred Asset, including any refund or other amount which is related to claims, litigation, insurance or other matters for which B▇▇▇▇ is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Buyer or one of its Controlled Affiliates (including the Transferred Subsidiaries) in accordance with the terms of this Agreement or (ii) becomes aware that it owns any Transferred Asset has transferred or is subject to (or comes into the possession or receipt of) any Group CompanyAssumed Liability, TopCo shall Sellers shall, or shall cause such other Controlled Affiliate of Sellers to, promptly inform Buyer of that fact in writing. Thereafter, Sellers shall (and Buyer shall reasonably cooperate with Sellers), as applicable, (A) reimburse and/or cause its relevant Controlled Affiliate to reimburse the applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB Transferred Subsidiary (or Buyer or its designated Subsidiary and Controlled Affiliate, as applicable) the amount referred to in clause (iii) above or (B) execute and/or cause the relevant Controlled Affiliate of Sellers to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset or Assumed Liability remained with to the applicable Transferred Subsidiary (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo Buyer or its designated SubsidiaryControlled Affiliate, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilityas applicable). (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing, NewCo, Parent, Purchaser or their respective Affiliates identify any assets or liabilities owned by any of Parent or its Affiliates that as of the Closing should have been a Transferred Asset or Assumed Liability but was not transferred by such Parent Entity to NewCo or a Transferred Subsidiary at or prior to the Closing (including as part of the Pre-Closing Reorganization), then (i) any in the case of a Transferred Asset, Parent agrees to promptly Transfer or cause to be Transferred such Transferred Asset remained with to NewCo or such Subsidiary of NewCo as NewCo may designate, and (ii) in the case of an Assumed Liability, NewCo agrees to promptly assume or comes into the possession or receipt of) FCB or any cause one of its Subsidiaries (other than any Group Company)to assume such Assumed Liability, FCB shall or shall cause its applicable Subsidiary to transferin each case, for no additional consideration, such and in the case of any Transferred Asset as soon as possible to TopCo the Transfer of which by Parent or its designated Affiliates to NewCo or a Transferred Subsidiary requires a Required Consent, Parent and NewCo shall use their respective commercially reasonable efforts to make or obtain such Required Consent, the Transfer of such asset shall not be completed until the required notices or approvals have been made or obtained, and, if requested by NewCo, Parent and NewCo will implement a Delayed Transferred Asset Arrangement with respect to such asset pending receipt of such Required Consent. (b) If, following the Closing, Parent, NewCo or Purchaser identifies an asset or a liability held by NewCo or any of its Subsidiaries that it believes in good faith should have been an Excluded Asset or Excluded Liability, as the case may be, then (i) in the case of an Excluded Asset, NewCo agrees to promptly Transfer or cause to be Transferred such Excluded Asset to Parent, and (ii) any in the case of an Excluded Liability has transferred Liability, Parent agrees to (promptly assume or comes into the possession or receipt of) TopCo or any cause one of its SubsidiariesSubsidiaries to assume such Excluded Liability, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred)in each case, for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following Any asset or liability that constitutes a Transferred Asset or Transferred Liability for purposes of Section 1.8(a) shall be treated as having been Transferred to NewCo (or any applicable Transferred Subsidiary or Transferred Joint Venture) for U.S. federal (and applicable state or local) Income Tax purposes before the ClosingClosing Date, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the maximum extent they are allowable by applicable Law. Any asset or liability that constitutes an Excluded Asset or Excluded Liability for purposes of Section 1.8(b) shall be treated as having never been Transferred to NewCo, the applicable Transferred Subsidiary or Transferred Joint Venture for U.S. federal (and applicable state or represent the proceeds oflocal) the Business. Following the ClosingIncome Tax purposes, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the maximum extent they are (or represent the proceeds of) the Retained Businessallowable by applicable Law.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing and prior to the one-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Cash Consideration, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Transferred Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company)Excluded Asset, FCB Buyer shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo the Company or its designated Subsidiary Subsidiaries to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer shall undertake (and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo Seller shall or shall cause its applicable Subsidiary to transfer (or cause to be transferredreasonably cooperate with Buyer), for no additional considerationas applicable, such Excluded Liability as soon as possible (A) to FCB, and FCB promptly reimburse and/or cause the Company or its designated Subsidiary shall accept Subsidiaries to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to promptly execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded LiabilityAsset to Seller or an Affiliate of Seller. (b) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing and prior to the one-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to any Excluded Transferred Asset has transferred to or (or comes into the possession or receipt ofii) becomes aware that it owns any Group CompanyTransferred Asset, TopCo shall Seller shall, or shall cause such Affiliate (other applicable Group Company than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall promptly reimburse and/or cause its applicable Subsidiary relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to promptly execute and/or cause the relevant Affiliate (other than the Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for of any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries Transferred Asset to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained BusinessCompany.

Wrong Pockets. (a) Upon the terms From and conditions set forth in this Agreement, if, following after the Closing, (i) if any Transferred Asset remained with (or comes into the possession or receipt of) FCB Seller Company or any of its Subsidiaries (other than their respective Affiliates receives or collects any Group funds relating to any Purchased Asset or due to any Acquired Company), FCB shall or shall cause its applicable Subsidiary to transfer, for no additional consideration, such Transferred Asset as soon as possible Seller Company or such Affiliate shall remit such funds to TopCo or Buyer after its designated Subsidiary and receipt thereof within five (ii5) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded LiabilityBusiness Days. (b) Upon the terms From and conditions set forth in this Agreement, if, following after the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB if Buyer or any of its SubsidiariesAffiliates receives or collects any funds that are not a Purchased Asset or are not due to an Acquired Company and are otherwise due to the Seller Companies or any of their Affiliates, FCB Buyer or such Affiliate shall or shall cause remit such funds to Seller Company within twenty (20) Business Days after its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liabilityreceipt thereof. (c) Following If, at any time after the Closing, FCB any asset held by Buyer or its Affiliates is ultimately determined to be an Excluded Asset or Buyer or any of its Affiliates is found to be subject to an Excluded Liability, then, at Parent’s expense, (i) Buyer shall return or transfer and convey (without further consideration) to the appropriate Seller Company or the appropriate Affiliate of the Seller Companies such Excluded Asset or Excluded Liability; (ii) the appropriate Seller Company or its appropriate Affiliate shall assume (without further consideration) such Excluded Liability; and (iii) Parent and Buyer shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to promptly pay effect the transfer of such Excluded Asset or deliver Excluded Liability back to TopCo the appropriate Seller Company or its designated Subsidiary any moniesappropriate Affiliate, deposits, checks in each case such that each Party is put into the same economic position as if such action had been taken on or other receivables that are received by FCB or its Subsidiaries prior to the extent they are Closing Date. (or represent the proceeds ofd) the Business. Following If, at any time after the Closing, TopCo any asset held by a Seller Company or its Affiliates is ultimately determined to be a Purchased Asset or a Seller Company or any of its Affiliates is found to be subject to an Assumed Liability, then, at Buyer’s expense, (i) such Seller Company shall return or transfer and convey (without further consideration) to Buyer or the appropriate Affiliate such Purchased Asset or Assumed Liability; (ii) Buyer or its appropriate Affiliate shall assume (without further consideration) such Assumed Liability; and (iii) Parent and Buyer shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to promptly pay effect the transfer of such Purchased Asset or deliver Assumed Liability back to FCB Buyer or its designated Subsidiary any moniesappropriate Affiliate, deposits, checks in each case such that each Party is put into the same economic position as if such action had been taken on or other receivables that are received TopCo or its Subsidiaries prior to the extent they are (or represent the proceeds of) the Retained BusinessClosing Date.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Transferred Asset remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries the Parties notifying the other Parties of a specific identified asset or liability to which it reasonably believes that this clause 0 might apply, the notified Party or Parties shall use their reasonable endeavours to locate such asset or liability with a view to allowing the Parties to determine (other than any Group Company), FCB shall acting reasonably and in good faith) whether or shall cause its applicable Subsidiary not this clause 0 applies to transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo asset or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liabilityliability. (b) Upon If after the terms and conditions set forth Transfer Completion Time it is found that any right, title or interest in this Agreementany Regulated Asset or any liability relating to the Regulated Business (other than any Excluded Liability) is held by the GVC Group by reason of a failure to transfer such asset or liability by means of the Transfer, if, following the Closing, then: (i) any Excluded Asset has transferred ▇▇▇▇▇▇▇ ▇▇▇▇ or GVC shall notify the other in writing as soon as practicable after such matters come to its knowledge; (or comes into ii) as soon as reasonably practicable following notification, GVC shall procure that the possession or receipt ofrelevant member of the GVC Group shall transfer to such member of the WH Group as notified to GVC (the "Regulated Transferee") any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional considerationconsideration or adjustment to the consideration the relevant Regulated Asset, interest in such asset or liability relating to the Regulated Business (or where reasonably practicable and where the relevant assets and liabilities which relate to each other are to be transferred together, such Excluded assets and liabilities shall be netted off prior to their transfer for the purposes of clause 11.2(e) and 11.2(f)); (iii) GVC shall procure that the relevant transferor shall do all such further acts and things and shall execute such documents in a form reasonably satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇ as may be necessary to validly effect the transfer and vest the relevant Regulated Asset, interest in such asset or liability in the Regulated Transferee; and (iv) GVC shall procure that the relevant transferor shall hold the relevant Regulated Asset or interest in such asset on trust for the Regulated Transferee until such time as soon as possible the transfer is validly effected to FCB vest the Regulated Asset or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into interest in such asset in the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded LiabilityRegulated Transferee. (c) Following If after the ClosingTransfer Completion Time it is found that any right, FCB title or interest in any Retained Assets or any liability relating to the Retained Business (other than an Excluded Liability) is held by the WH Group, then: (i) ▇▇▇▇▇▇▇ ▇▇▇▇ or GVC shall notify the other in writing as soon as practicable after such matters come to its knowledge; (ii) as soon as reasonably practicable following notification, WHO shall procure that the relevant member of the WH Group shall transfer to such member of the GVC Group as notified to ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Retained Transferee") for no additional consideration or adjustment to the consideration the relevant Retained Asset, interest in such asset or liability relating to the Regulated Business (or where reasonably practicable and where the relevant assets and liabilities which relate to each other are to be transferred together, such assets and liabilities shall be netted off prior to their transfer for the purposes of clause 11.2(e) and 11.2(f)); (iii) WHO shall procure that the relevant transferor shall do all such further acts and things and shall cause its Subsidiaries execute such documents in a form reasonably satisfactory to promptly pay GVC as may be necessary to validly effect the transfer and vest the relevant Retained Asset, interest in such asset or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) liability in the Retained BusinessTransferee; and (iv) WHO shall procure that the relevant transferor shall hold the relevant Retained Asset or interest in such asset on trust for the Retained Transferee until such time as the transfer is validly effected to vest the Retained Asset or interest in such asset in the Retained Transferee. (d) No Excluded Liability shall be transferred pursuant to this clause 11.

Wrong Pockets. (a) Upon If, between the terms Closing and conditions set forth the later of (x) the date that is three months after Summit’s filing of its 10-K in this Agreement, if, following respect of the fiscal year ending in which the Closing occurs and (y) the date that is the one year anniversary of the Closing, the Argos Parties, Cementos or any of its or their respective Affiliates shall retain, receive or otherwise possess any asset, property, Contract or business (including any current asset or account receivable) (other than the Excluded Properties) (i) that was included in the final calculation of Closing Cash or as a current asset in Closing Net Working Capital, or (ii) is primarily related to the Business, Cementos shall notify Summit and, at Summit’s election, Cementos shall or shall cause its Subsidiaries to, promptly transfer, or cause to be transferred, such asset, property, Contract or business to the ANAC Companies or Summit, in each case free and clear of all Liens (except for Permitted Liens), at no cost to Summit or any Transferred Asset remained with of its Affiliates. Prior to any such transfer, the Person then holding or possessing such asset, property or business shall hold such asset in trust for Summit. (b) If, between the Closing and the later of (x) the date that is three months after Summit’s filing of its 10-K in respect of the fiscal year ending in which the Closing occurs and (y) the date that is the one year anniversary of the Closing, the ANAC Companies or comes into the possession or receipt of) FCB Summit or any of its Subsidiaries shall receive or otherwise possess any asset, property, Contract or business (including any current asset or account receivable) that (i) prior to the Closing, was exclusively used or held for use in the business of Cementos and its Subsidiaries (other than any Group Company)the Business) or (ii) is an Excluded Property, FCB Summit shall or notify Cementos and, at Cementos’s election, Summit shall, and shall cause its applicable Subsidiary to Subsidiaries (including the ANAC Companies) to, promptly transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible asset, property or business to FCB, and FCB Cementos or its designated Subsidiary shall accept respective Affiliates at no cost Cementos or its Affiliates, in each case free and clear of all Liens (except for Permitted Liens). Prior to any such Excluded Liability. (b) Upon the terms and conditions set forth in this Agreement, if, following the Closing, (i) any Excluded Asset has transferred to (or comes into the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, the Person then holding or possessing such asset, property or business shall hold such asset in trust for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded LiabilityCementos. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.

Wrong Pockets. (a) Upon the terms and conditions set forth in this AgreementIf, if, following for any reason after the Closing, Buyer is found to be in possession of any Excluded Asset or subject to an Excluded Liability, (i) any Transferred Asset remained with Buyer shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or comes into the possession or receipt of) FCB or any of its Subsidiaries (other than any Group Company)assume, FCB shall or shall cause its applicable Subsidiary to transfer, for no additional considerationas applicable, such Transferred Excluded Asset as soon as possible to TopCo or its designated Subsidiary and Excluded Liability; (ii) Seller shall assume, pay or perform (without further consideration) any liabilities or obligations associated with such Excluded Assets or Excluded Liabilities; and (iii) Buyer and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability has transferred back to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded Liability as soon as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded LiabilitySeller. (b) Upon the terms and conditions set forth in this AgreementIf, if, following after the Closing, Buyer or Seller becomes aware that any Purchased Asset or Assumed Liability has not been transferred or delivered to, or assumed by, Buyer or its Affiliates, (i) any Excluded Seller shall promptly take such steps as may be required to transfer and deliver, or cause to be transferred and delivered, such Purchased Asset has transferred or Assumed Liability to (or comes into the possession or receipt of) any Group CompanyBuyer, TopCo shall or shall cause such other applicable Group Company to transfer, for at no additional considerationcharge to Buyer, such Excluded Asset as soon as possible to FCB or its designated Subsidiary and (ii) any Buyer shall accept such Purchased Asset or assume such Assumed Liability, as the case may be, and (iii) Seller and Buyer shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Purchased Asset or Assumed Liability remained with to Buyer. DM3\7875356.18 (c) In the event that, on or comes into after the possession Closing Date, either party shall receive any payments or receipt of) FCB other funds due to the other party or any of its Subsidiaries, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Assumed Liability as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries Affiliates pursuant to the extent they are (terms of this Agreement or represent any of the proceeds of) other Transaction Documents, then the Business. Following the Closing, TopCo party receiving such funds shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries forward such funds to the extent they are (proper party. The parties acknowledge and agree that, notwithstanding anything contained in this Agreement or represent any of the proceeds of) other Transaction Documents, there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the Retained Businessaccount of the other party in the event there is a dispute regarding any other issue under this Agreement or any of the other Transaction Documents. If, after the Closing Date, either party hereto shall receive any invoice from a third party with respect to any accounts payable of the other party, then the party receiving such invoice shall promptly deliver such invoice to the proper party.

Wrong Pockets. (a) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing, (i) any Transferred Asset remained with (Parent or comes into the possession or receipt of) FCB or any of its Subsidiaries affiliates (other than the Acquired Entities) receives any Group Company)notices, FCB monies or amounts that are properly due, deliverable or owing to Purchaser or attributable to the Acquired Entities or the Business, Parent shall or shall cause its applicable Subsidiary to transferpromptly remit, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional considerationremitted, such Excluded Liability notices, monies or amounts by notice to Purchaser or by wire transfer of immediately available funds into an account or accounts of Purchaser and/or any Person that Purchaser may designate in writing, as soon applicable. If, following the Closing, if Purchaser (or any affiliate of Purchaser) receives any notices, monies or amounts that are properly due, deliverable or owing to Parent in accordance with the purposes and intent of this Agreement, Purchaser promptly shall remit, or cause to be remitted, such notices, monies or amounts by notice to Parent or by write transfer of immediately available funds into an account or accounts designated by Parent, as possible to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liabilityapplicable. (b) Upon the terms and conditions set forth in this Agreement, ifIf, following the Closing, any right, property, Permit, contract, or asset, which, prior to the Closing, was used by the Parent or its affiliates (other than the Acquired Entities), is found, upon mutual good faith agreement between Parent and Purchaser, to have been retained in error by any Acquired Entity, (i) any Excluded Asset has transferred the applicable Acquired Entity will promptly deliver, or cause to (or comes into the possession or receipt of) any Group Companybe delivered, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional considerationat Purchaser’s sole cost and expense, such Excluded Asset right, property or asset (subject to any related liabilities) as soon as possible reasonably practicable to FCB the Parent or its an affiliate thereof designated Subsidiary by the Parent in writing and (ii) Parent or its affiliate (other than the Acquired Entities) will promptly assume such right, property, Permit, contract or asset. If, following the Closing, any Assumed Liability remained with right, property, Permit, contract or asset which, prior to the Closing, was used exclusively by an Acquired Entity, other than any right, property or asset which, prior to the Closing, was used by the Parent or its affiliates other than the Acquired Entity, is found to have been retained in error by the Parent or its affiliates, (or comes into i) the possession or receipt of) FCB or any of its SubsidiariesParent will promptly deliver, FCB shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred)delivered, for no additional considerationat Parent’s sole cost and expense, such Assumed Liability right, property or asset (subject to any related liabilities) as soon as possible to TopCo or its designated Subsidiary, and TopCo or its designated Subsidiary shall accept and otherwise be responsible for any such Excluded Liability. (c) Following the Closing, FCB shall and shall cause its Subsidiaries to promptly pay or deliver to TopCo or its designated Subsidiary any monies, deposits, checks or other receivables that are received by FCB or its Subsidiaries to the extent they are (or represent the proceeds of) the Business. Following the Closing, TopCo shall and shall cause its Subsidiaries to promptly pay or deliver to FCB or its designated Subsidiary any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Business.as

Wrong Pockets. (a) Upon If at any time during the terms and conditions set forth in this Agreement, if, following two- (2-) year period after the Closing, Closing (i) any of Acquiror or its Affiliates (including the Transferred Entities) receives (x) any refund or other amount which is an Excluded Asset remained 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 comes into 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 possession Remaining Transferor Group in accordance with the terms of this Agreement or receipt (ii) any member of the Remaining Transferor Group pays any amounts that are in respect of a Transferred Liability, then, in each case, subject to Acquiror’s good faith review and confirmation of Transferor’s entitlement, Acquiror promptly shall remit, or shall cause to be remitted, such amount to Transferor, net of any out-of-pocket expenses and costs (including Taxes) FCB incurred in connection with determining, collecting or obtaining such refund or other amount. (b) If at any time during the two- (2-) year period after the Closing, Acquiror or any of its Subsidiaries Affiliates (other than including the Transferred Entities) receives or otherwise possesses any Group Company)asset that should not have been transferred pursuant to this Agreement, FCB Acquiror shall or shall cause its applicable Subsidiary to promptly notify and transfer, for no additional consideration, such Transferred Asset as soon as possible to TopCo or its designated Subsidiary and (ii) any Excluded Liability has transferred to (or comes into the possession or receipt of) TopCo or any of its Subsidiaries, TopCo shall or shall cause its applicable Subsidiary to transfer (or cause to be transferred), for no additional consideration, such Excluded asset to Transferor or any of its Affiliates at Transferor’s sole cost and expense. 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 receives or otherwise possesses any Transferred Liability as soon as possible that is required to FCB, and FCB or its designated Subsidiary shall accept any such Excluded Liability. (b) Upon the terms and conditions set forth in be transferred to Acquiror under this Agreement, ifTransferor shall, following the Closing, subject to (i) any Excluded Asset has transferred to (or comes into Transferor providing written notice identifying the possession or receipt of) any Group Company, TopCo shall or shall cause such other applicable Group Company to transfer, for no additional consideration, such Excluded Asset as soon as possible to FCB or its designated Subsidiary liability with reasonable specificity and (ii) any Assumed Liability remained with (or comes into the possession or receipt of) FCB or any of its SubsidiariesAcquiror’s good faith confirmation that such liability should be transferred pursuant to this Agreement, FCB shall or shall cause its applicable Subsidiary to transfer (promptly notify and transfer, or cause to be transferred, such Transferred Liability to Acquiror or any 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), for no additional consideration, such Assumed Liability as soon as possible to TopCo Transferor and Acquiror agree that Acquiror or its designated SubsidiaryAffiliates (including the Transferred Entities) who receive or possess such asset shall hold such asset in a custodial capacity and not as trustee or fiduciary, and TopCo solely for the limited purpose of facilitating its transfer in accordance with this Agreement, for each member of the Remaining 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, maintain, or its designated Subsidiary otherwise safeguard such asset in any manner beyond reasonable commercial efforts. Transferor shall accept and otherwise be responsible promptly reimburse Acquiror for any all reasonable out-of-pocket costs incurred in holding, safeguarding, or transferring such Excluded Liabilityasset. (c) Following 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, FCB shall and shall cause its Subsidiaries to promptly pay any member of the Remaining Transferor Group receive or deliver to TopCo or its designated Subsidiary otherwise possesses any monies, deposits, checks or other receivables asset that are received by FCB or its Subsidiaries should belong to the extent they are 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- (or represent the proceeds of2-) the Business. Following year period after the Closing, TopCo 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 of assets by Acquiror pursuant to this Section 6.05(d), 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 cause its Subsidiaries set up procedures and notifications as are reasonably necessary or advisable to promptly pay effectuate the transfers contemplated by this Section 6.05. (f) For the avoidance of doubt, the transfer or deliver to FCB assumption of any assets or its designated Subsidiary Liabilities under this Section 6.05 shall be effected without any monies, deposits, checks or other receivables that are received TopCo or its Subsidiaries to the extent they are (or represent the proceeds of) the Retained Businessadditional consideration payable by any party hereto.