Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. 11.1 Without prejudice to any other rights or remedies of the Buyer under this Agreement, and subject to clause 10 and any specific procedures agreed in relation to the transfer of the Marketing Authorisations, if any Asset or Assumed Liability has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue of the transactions carried out under this Agreement and the other Transaction Documents, the Buyer or the Seller may give written notice of this to the other party. If such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's direction, to another Buyer’s Group Company for no additional consideration, and the Buyer shall, or shall cause another Buyer's Group Company to, accept such Asset or assume such Assumed Liability. 11.2 Without prejudice to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or shall cause another Seller's Group Company to, accept such Retained Asset or Retained Liability.

Wrong Pockets. 11.1 Without prejudice to (a) If at any other rights or remedies time during the five (5)-year period after the Closing, any member of the Buyer under Seller Group receives (i) any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, or (ii) any refund or other amount which is related to claims or other matters for which Purchaser is responsible hereunder, and subject which amount is not an Excluded Asset, or is otherwise properly due and owing to clause 10 Purchaser in accordance with the terms of this Agreement, the Sellers promptly shall remit, or shall cause to be remitted, such amount to Purchaser, net of any reasonable out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (b) If at any specific procedures agreed time during the five (5)-year period after the Closing, Purchaser or any of its Affiliates receives (i) any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to any member of the Seller Group in relation accordance with the terms of this Agreement, or (ii) any refund or other amount which is related to claims or other matters for which a member of the Seller Group is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to any member of the Seller Group in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to the Sellers, net of any reasonable out-of-pocket expenses and costs (including Taxes) incurred in connection with determining, collecting or obtaining such refund or other amount. (c) If at any time after the Closing, Purchaser or any of its Affiliates shall receive, be responsible for or otherwise possess legal title to or beneficial or other interest in all or part of any asset or Liability that should belong to any member of the Seller Group pursuant to this Agreement, Purchaser shall promptly notify and transfer, or cause to be transferred, such asset or Liability to the Sellers or any member of the Seller Group, unless the transfer of any such asset or Liability is prohibited by applicable Law or would result in a violation or breach of any applicable Contract, in which case the Marketing AuthorisationsParties shall use the efforts required by Section 5.8 (Unassigned Assets) as if such asset or Liability were an Unassigned Asset to be transferred after the Closing. If at any time after the Closing, if any Asset or Assumed Liability has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue member of the transactions carried out under Seller Group shall receive, be responsible for or otherwise possess legal title to or beneficial or other interest in all or part of any asset or Liability that should belong to Purchaser or any of its Affiliates pursuant to this Agreement and the other Transaction DocumentsAgreement, the Buyer Sellers shall promptly notify and transfer, or the Seller may give written notice of this cause to the other party. If be transferred, such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it asset or Liability to Purchaser or any Relevant Seller's Group Company is ableof its Affiliates, transfer or procure unless the transfer of any such asset or Liability is prohibited by applicable Law or would result in a violation or breach of any applicable Contract, in which case the Parties shall use the efforts required by Section 5.8 (Unassigned Assets) as if such asset or Liability were an Unassigned Asset to be transferred after the Closing. Prior to any such transfer of assets pursuant to this Section 5.23(c), the Sellers and Purchaser agree that the Person receiving or Assumed Liability possessing such asset shall treat such asset as an Unassigned Asset in accordance with Section 5.8 (Unassigned Assets) to be transferred after the Closing. (d) If at any time, there exist (i) assets that any Party discovers were, contrary to the Buyer oragreements among the Parties, at by mistake, other omission or unintentionally, transferred to Purchaser or retained by the Buyer's directionSellers or any of their Affiliates or (ii) Liabilities that any Party discovers were, contrary to another Buyer’s Group Company the agreements among the Parties, by mistake, other omission or unintentionally, assumed by Purchaser or retained by the Sellers or any of their Affiliates, then the Parties shall, in each case for no additional consideration, cooperate in good faith to effect, as applicable, the transfer or retransfer of such misallocated assets, and the Buyer shallassumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall cause another Buyer's Group Company tonot use the determination that remedial actions need to be taken to alter the original intent of the Parties with respect to the assets to be transferred to or Liabilities to be assumed by Purchaser or retained by the Sellers or any of their Affiliates; provided, accept that if the transfer or retransfer of any such Asset assets or assume Liabilities is prohibited by applicable Law or would result in a violation or breach of any applicable Contract, the Parties shall use the efforts required by Section 5.8 (Unassigned Assets) as if such Assumed Liabilityasset or Liability were an Unassigned Asset. 11.2 Without prejudice (e) The Sellers and Purchaser agree that at all times from and after the Closing, if any Proceeding is commenced by a third party naming both Parties (or any Affiliate of such Party) as defendants and with respect to which a named Party (or any other rights Affiliate of such Party) is a nominal defendant or remedies of the parties such Proceeding is otherwise not a Liability allocated to such named party under this Agreement, then the other Party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Proceeding. (f) Each Party shall cooperate with each other Party and subject shall set up procedures and notifications as are reasonably necessary or advisable to clause 10effectuate the transfers contemplated by this Section 5.23. (g) For the avoidance of doubt, if the transfer or assumption of any Retained Asset assets or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out Liabilities under this Agreement and the other Transaction Documents, the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or Section 5.23 shall cause another Seller's Group Company to, accept such Retained Asset or Retained Liabilitybe effected without any additional consideration payable by any Party.

Wrong Pockets. 11.1 Without prejudice (a) If and to the extent that after the Completion Date any asset has been transferred by any of the Business Sellers to the Purchaser or any other rights or remedies member of the Buyer under Purchaser's Group which should not have been transferred pursuant to, or in order to give effect to, the provisions of this Agreement, and subject to clause 10 and Agreement or any specific procedures agreed in relation assets of the Companies which should have transferred pursuant to the transfer Reorganisation or pursuant to or in order to give effect to the provisions of the Marketing Authorisations, if any Asset or Assumed Liability has this Back to Contents Agreement have not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue relevant member of the transactions carried out under this Agreement and ICI Group, then the other Transaction DocumentsPurchaser shall do, the Buyer or the Seller may give written notice of this to the other party. If such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer doing of, all such things as may be required to retransfer (or, in the case of any such Asset or Assumed Liability assets owned by the Companies to transfer) any such asset to the Buyer orrelevant Business Seller or as Ergon shall otherwise direct provided always that Ergon shall be responsible for all costs and expenses incurred by the relevant member of the Purchaser's Group in giving effect to such retransfer (or transfer). (b) Notwithstanding Clause 20.2(a) above, at if the BuyerPurchaser or the Purchaser's directionGroup has spent money in respect of any such assets as are referred to above, to another Buyer’s Group Company for no additional consideration, the Purchaser and the Buyer shall, or Purchaser Group shall cause another Buyer's Group Company to, accept be promptly reimbursed for such Asset or assume such Assumed Liability. 11.2 Without prejudice to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is amounts incurred (contrary to the intention of this Agreement"Wrong-pocket Costs") transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with such money invested in connection therewith prior to Ergon's written notice (such notice to contain reasonable details of the transactions carried out under basis for Ergon's assertion) that such asset(s) should not have been transferred pursuant to, or in order to give effect to, the provisions of this Agreement and or any assets of the other Transaction DocumentsCompanies which should have transferred pursuant to the Reorganisation or pursuant to or in order to give effect to the provisions of this Agreement have not been transferred to the relevant member of the ICI Group provided that nothing in this Clause 20.2(b) shall require Ergon to make a payment to the Purchaser or any member of the Purchaser's Group unless immediately following such payment, the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it Purchaser or the relevant Nominated Buyer Company is able, member of the Purchaser's Group shall at the cost and expense of Ergon transfer to Ergon any assets directly resulting from such investment by the Purchaser or procure relevant member of the transfer of Purchaser's Group attributable to such Retained Asset or Retained Liability payment. Nothing under this Clause 20.2 shall affect any Intellectual Property scheduled as assigned to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or shall cause another Seller's Group Company to, accept such Retained Asset or Retained LiabilityPurchaser hereunder.

Wrong Pockets. 11.1 Without prejudice If after the Completion Date, ICI notifies the Purchaser in writing that any asset has been transferred by any of the Business Sellers (or, in the case of Registered Business IP, by any of the Registered Business IP Owners) to the Purchaser or any other rights or remedies member of the Buyer under this AgreementPurchaser’s Group which is not a Business Asset or it is determined that there is any asset which is owned by a Company which was not to a material extent used (or, and in the case of Intellectual Property owned by a Company, not used exclusively or predominantly) in the conduct of the Worldwide Business prior to Completion, then the Purchaser shall do, or procure the doing of, all such things as may reasonably be required by ICI to retransfer (or, in the case of any such asset owned by a Company, to transfer) any such asset to the relevant Business Seller (or, in the case of Registered Business, the relevant Registered Business IP Owners) or as ICI shall otherwise direct provided always that: Back to Contents (a) where account was taken of the relevant asset in the preparation of the Working Capital Statement, the Net Debt Adjustment or the Net Debt Interest Adjustment, ICI shall pay to the Purchaser a sum equal to the amount so provided for in the Working Capital Statement together with interest at the Agreed Rate calculated from the Completion Date (or, if applicable, the Delayed Completion Date) to the date of re-transfer (or transfer); (b) subject to clause 10 and Clause 20.2(c), where no account was taken of the relevant asset in the preparation of the Working Capital Statement, the Net Debt Adjustment or the Net Debt Interest Adjustment, ICI shall not be liable to pay any specific procedures agreed sum in respect of the relevant asset to the Purchaser; and (c) where the Purchaser, Purchasing Company or Company has in relation to any relevant asset incurred additional expense as a result of expenditure made in undertaking improvements to such asset, ICI shall pay to the transfer Purchaser (on behalf of the Marketing AuthorisationsPurchasing Company or Company) an additional sum equal to the value recorded in the most recent management accounts of the Purchaser, Purchasing Company and Company (or, if more recent, the audited accounts of the Purchaser, Purchasing Company or Company) in respect of such asset: (i) less any Asset or Assumed Liability has not been vested in or transferred sum payable by ICI to the Buyer or Purchaser pursuant to Clause 20.2(a); or (ii) where no value was attributed to the relevant asset in the Working Capital Statement, less a Nominated Buyer Company by virtue sum equal to the fair market value of the transactions carried out under this Agreement and the other Transaction Documents, the Buyer or the Seller may give written notice of this to the other party. If such notice is given the Seller shall, relevant asset as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's directionCompletion Date, provided that in no circumstances shall the Purchaser be obliged to another Buyerpay any amount to ICI pursuant to this Clause 20.2(c) and provided further that ICI shall be responsible for all costs and expenses incurred by the relevant member of the Purchaser’s Group Company for no additional consideration, and the Buyer shall, in giving effect to such re-transfer (or shall cause another Buyer's Group Company to, accept such Asset or assume such Assumed Liabilitytransfer). 11.2 Without prejudice to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or shall cause another Seller's Group Company to, accept such Retained Asset or Retained Liability.

Wrong Pockets. 11.1 Without prejudice to (a) If, following the Closing, either Party discovers that the Seller or any other rights or remedies of the Buyer under this Agreement, and subject to clause 10 and its Affiliates holds any specific procedures agreed in relation asset that relates to the transfer of the Marketing AuthorisationsBusiness (other than a Seller Interested Party Agreement), then, if any Asset or Assumed Liability has not been vested in or transferred to requested by the Buyer or a Nominated Buyer Company by virtue of the transactions carried out under this Agreement and the other Transaction DocumentsPurchaser, the Buyer or Purchaser, on the Seller may give written notice of this to the other party. If such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's direction, to another Buyer’s Group Company for no additional considerationone hand, and the Buyer shallSeller, on the other hand, shall promptly transfer (or cause to be transferred) such assets to the Purchaser (or its designee) without further consideration from such other Party; provided that, prior to any such transfer, the Person possessing any such asset will hold it in trust for the Purchaser. In furtherance of the foregoing, prior to such transfer, the Seller and the Purchaser shall use their reasonable best efforts to cooperate with each other to agree to any reasonable and lawful arrangements designed to provide the Purchaser with the economic claims, rights and benefits under each such asset that is part of the Business. Without limiting the generality of the foregoing, at and after the Closing, the Purchaser and the Group Companies shall have the right and authority to collect all accounts receivable and other items with respect to the Business and to endorse with the name of the Purchaser or the Group Companies any checks received on account of such accounts receivable or other items with respect to the Business and the Seller and its Affiliates each agrees that it will, and will cause another Buyer's their respective Affiliates to, promptly transfer or deliver to the Purchaser or a Group Company to, accept such Asset from time to time any cash or assume such Assumed Liability. 11.2 Without prejudice other property or payment that the Seller or any of its Affiliates may receive with respect to any claims, contracts, licenses, leases, commitments, sale orders, purchaser orders, receivables of any character or any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary items with respect to the intention Business. For the avoidance of this Agreement) transferred from doubt, in the event that Seller or any of its Affiliates receives any payment in respect of accounts receivable which are related to the Buyer Business on or a Nominated Buyer Company in connection with after the transactions carried out under this Agreement and the other Transaction DocumentsClosing, the Seller or the Buyer may give written notice of this such Affiliate shall promptly cause such payment to be remitted to the other party. If such notice is givendesignated bank account of the Purchaser or an Affiliate thereof designated by the Purchaser. (b) If, following the Closing, either Party discovers that any of the Group Companies holds any asset that relates to the business of the Seller or any of its Affiliates (excluding, for the avoidance of doubt, the Buyer shallBusiness), as soon as reasonably practicable at then, if requested by the Seller's cost , the Seller, on the one hand, and so far as it the Purchaser, on the other hand, shall promptly transfer (or the relevant Nominated Buyer Company is able, transfer or procure the transfer of cause to be transferred) such Retained Asset or Retained Liability assets to the Seller or(or its designee) without further consideration from such other Party; provided that, prior to any such transfer, the Person possessing any such asset will hold it in trust for the Seller. In furtherance of the foregoing, prior to such transfer, the Seller and the Purchaser shall use their reasonable best efforts to cooperate with each other to agree to any reasonable and lawful arrangements designed to provide the Seller or its Affiliates with the economic claims, rights and benefits under each such asset that is part of the business of the Seller or its Affiliates (excluding, for the avoidance of doubt, the Business). Without limiting the generality of the foregoing, at and after the Seller’s directionClosing, the Seller and its Affiliates shall have the right and authority to another Seller’s Group Company collect all accounts receivable and other items with respect to the business of the Seller and its Affiliates (excluding, for no considerationthe avoidance of doubt, the Business) and to endorse with the name of the Seller or its Affiliates any checks received on account of such accounts receivable or other items with respect to the business of the Seller and its Affiliates (excluding, for the avoidance of doubt, the Business). The Purchaser shall, and will cause the Group Companies to, promptly transfer or deliver to the Seller shallor its Affiliates from time to time any cash or other property or payment that the Group Companies may receive with respect to any claims, contracts, licenses, leases, commitments, sale orders, purchaser orders, receivables of any character or any other items with respect to the business of the Seller and its Affiliates (excluding, for the avoidance of doubt, the Business). Notwithstanding anything to the contrary contained herein, Seller and its Affiliates shall cause another Seller's Group Company to, accept such Retained Asset or Retained Liabilitybear any Transfer Taxes related to transfers pursuant to this Section 6.9(b).

Wrong Pockets. 11.1 Without prejudice (a) If at any time after the Closing: (i) Any member of the Remaining Seller Group receives (A) any refund or other amount that is a Transferred Asset or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement or (B) any refund or other amount that is related to claims or other matters for which Purchaser is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to Purchaser in accordance with the terms of this Agreement, Seller promptly shall remit, or shall cause to be remitted, such amount to Purchaser; or (ii) Purchaser or any of its Affiliates receives (A) any refund or other amount that is an Excluded Asset or is otherwise properly due and owing to any other rights or remedies member of the Buyer Remaining Seller Group in accordance with the terms of this Agreement, or (B) any refund or other amount that is related to claims or other matters for which Seller is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to any member of the Remaining Seller Group in accordance with the terms of this Agreement, Purchaser promptly shall remit, or shall cause to be remitted, such amount to Seller. (b) If at any time after the Closing, Purchaser or any of its Affiliates shall receive or otherwise possess any asset or liability that should belong to any member of the Remaining Seller Group pursuant to this Agreement, Purchaser shall, except to the extent the asset is not transferable as provided in Section 2.06 or Section 2.07 promptly notify and transfer, or cause to be transferred, such asset or liability to Seller or any of its Affiliates. If at any time after the Closing, any member of the Remaining Seller Group shall receive or otherwise possess any asset or liability that should belong to Purchaser or any of its Affiliates pursuant to this Agreement, Seller shall, except to the extent the asset is not transferable as provided in Section 2.06 or Section 2.07, promptly notify and transfer, or cause to be transferred, such asset or liability to Purchaser or any of its Affiliates. Prior to any such transfer of assets pursuant to this Section 6.07(b), Seller and Purchaser agree that the Person receiving or possessing such asset shall hold such asset in trust for the Person to whom such asset should rightfully belong pursuant to this Agreement. (c) If at any time there exist (i) assets that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, transferred to Purchaser or retained by Seller or any of their respective Affiliates or (ii) Liabilities that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, assumed by Purchaser or retained by Seller or any of their respective Affiliates, then the parties shall cooperate in good faith to effect the transfer or retransfer of such misallocated assets, and/or the assumption or reassumption of misallocated Liabilities, to or by the appropriate Person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the assets to be transferred to or Liabilities to be assumed by Purchaser or retained by Sellers or any of their respective Affiliates. (d) Seller and Purchaser agree that at all times from and after the Closing, if an Action is commenced by a third party naming both parties (or any Affiliate of such party) as defendants and with respect to which a named party (or any Affiliate of such party) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named party under this Agreement, then the other party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Action. (e) Each party hereto shall cooperate with each other party hereto and subject shall set up procedures and notifications as are reasonably necessary or advisable to clause 10 and any specific procedures agreed in relation to effectuate the transfers contemplated by this Section 6.07. (f) For the avoidance of doubt, the transfer or assumption of the Marketing Authorisations, if any Asset assets or Assumed Liability has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue of the transactions carried out Liabilities under this Agreement and the other Transaction Documents, the Buyer or the Seller may give written notice of this to the other party. If such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or Section 6.07 shall be effected without any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's direction, to another Buyer’s Group Company for no additional consideration, and the Buyer shall, or shall cause another Buyer's Group Company to, accept such Asset or assume such Assumed Liabilityconsideration payable by any party hereto. 11.2 Without prejudice to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or shall cause another Seller's Group Company to, accept such Retained Asset or Retained Liability.

Wrong Pockets. 11.1 Without prejudice to any other rights or remedies of the Buyer under this Agreement, and subject to clause 10 and any specific procedures agreed in relation to the transfer of the Marketing Authorisations, if any Asset or Assumed Liability has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue of the transactions carried out under this Agreement and the other Transaction Documents, the Buyer or the Seller may give written notice of this to the other party. If such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's direction, to another Buyer’s Group Company for no additional consideration, and the Buyer (a) Transferor shall, or shall cause another Buyer's Group Company its applicable Subsidiary to, accept promptly pay or deliver to the Transferred Company (or its designated Subsidiaries) (with appropriate endorsements, as applicable) any monies or checks that have been sent to Transferor or any of its Subsidiaries 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 Asset receipts of monies or assume such Assumed Liabilitychecks. 11.2 Without prejudice to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreementb) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, the Seller or the Buyer may give written notice of this to the other party. If such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller Acquiror shall, or shall cause another Seller's Group the Transferred Company Entities to, accept promptly pay or deliver to Transferor (or its designated Affiliates) (with appropriate endorsements, as applicable) any monies or checks that have been sent to 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 Retained Asset receipts of monies or Retained Liabilitychecks. (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 delivered) such mail or packages to Transferor. Following the Closing, if Transferor or any of its Affiliates receives any mail or packages delivered to Transferor or its Affiliates relating to the Business, Transferor shall promptly deliver (or cause to be delivered) such mail or packages to the Transferred Company.

Wrong Pockets. 11.1 Without prejudice Subject to any other rights or remedies the terms of the Buyer under this Agreement, and subject in the event that, at any time or from time to clause 10 and time for a period of twelve (12) months after the Closing, if either Party or any specific procedures agreed in relation of its Affiliates (such Person, the “Relevant Person”): (a) Identifies that it is holding any asset (including any Contract), right or Liability that is (or not) exclusively related to the transfer of the Marketing AuthorisationsBusiness, if any Asset or Assumed Liability has not been vested in or transferred and that, after giving effect to the Buyer or a Nominated Buyer Company transactions herein, should be held and owned solely by virtue of the transactions carried out under this Agreement and the other Transaction DocumentsParty (or its Affiliate) (the “Relevant Transferee”), then the Buyer Seller or the Seller may give written notice of this to the other party. If such notice is given the Seller shallBuyer, as soon as reasonably practicable at its own cost and so far as it applicable, shall cause the Relevant Person to transfer such asset, right or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, Relevant Transferee at the Buyer's directionexpense of the Relevant Person (together with any benefit or sum, net of any Taxes incurred by such other Party in respect of such assets and other out-of-pocket expenses, accruing to another Buyer’s Group Company for no additional considerationsuch Relevant Party as a result of holding such asset or Liability) and shall take all such other actions as may reasonably be requested by the Relevant Transferee to give effect to such transfer, and the Buyer shallSeller or the Buyer, as applicable, shall cause the Relevant Transferee at the expense of the Relevant Transferee to assume and agree to discharge any such Liability. (b) If (i) the Seller or any of its Affiliates (other than the Acquired Companies) receives any notices, checks, monies, receivables or other amounts that are properly due, deliverable or owing to the Acquired Companies or attributable to the Business by customers, suppliers or other contracting parties of or with the Acquired Companies, then the Seller shall promptly (but in no event later than ten (10) days after receipt thereof) remit, pay or deliver, or shall cause another Buyer's Group Company toto be remitted, accept such Asset paid or assume such Assumed Liability. 11.2 Without prejudice to any other rights or remedies of the parties under this Agreementdelivered, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller to the Buyer (or a Nominated Buyer Company in connection with its designated Affiliate(s)) any such notices, checks, monies, receivables or other amounts, and (ii) the transactions carried out under this Agreement and the other Transaction DocumentsBuyer, the Seller Acquired Companies or any of their respective Affiliates receives any notices, checks, monies, receivables or other amounts that are properly due, deliverable or owing to the Seller, its Affiliates or otherwise not relating to the Business, then the Buyer may give written notice of this to the other party. If such notice is givenshall promptly (but in no event later than ten (10) days after receipt thereof) remit, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it pay or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shalldeliver, or shall cause another Seller's Group Company toto be remitted, accept paid or delivered, to such Retained Asset Person (or Retained Liabilityits designated Affiliate(s)) any such notices, checks, monies, receivables or other amounts.

Wrong Pockets. 11.1 Without prejudice to All payments, rebates or other items from third parties which are received by the Seller or any other rights or remedies member of the Buyer under Aspen Group on or after Completion and which relate to (i) the period after the Completion time; and (ii) the Commercialisation Business sold or any of the Commercialisation Business Assets transferred pursuant to this Agreement, Agreement shall be promptly paid over (and subject to clause 10 and in any specific procedures agreed in relation event within twenty (20) Business Days of such receipt) to the transfer Purchaser (or to such other member of the Marketing Authorisations, if any Asset or Assumed Liability has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue of the transactions carried out under this Agreement and the other Transaction Documents, the Buyer or the Seller may give written notice of this to the other party. If such notice is given the Seller shall, as soon as reasonably practicable at its own cost and so far as it or any Relevant Seller's Group Company is able, transfer or procure the transfer of such Asset or Assumed Liability to the Buyer or, at the Buyer's direction, to another BuyerPurchaser’s Group Company for no additional considerationas the Purchaser may nominate) and, and the Buyer shallpending such payment, shall be held in trust (or shall cause another Buyer's Group Company to, accept such Asset or assume such Assumed Liability. 11.2 Without prejudice procured to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreementbe held in trust) transferred from the Seller to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, by the Seller or the Buyer applicable member of the Aspen Group for the Purchaser (or such other member of the Purchaser’s Group as the Purchaser may give written notice nominate). 11.2 All payments, rebates or other items from third parties which are received by the Purchaser or by any other member of the Purchaser’s Group on or after Completion and which relate to (i) one or more of the remaining businesses or assets of the Aspen Group or (ii) any assets or liabilities of the Aspen Group which did not form part of the Commercialisation Business Assets or the Assumed Liabilities transferred or assumed pursuant to this Agreement (including (i) notwithstanding the provisions of Clauses 17.1 and 17.2 any money, rebates or items received by any member of the Purchaser’s Group in respect of the Receivables; and (ii) any money, rebates or items received by any member of the Purchaser’s Group pursuant to a Commercialisation Business Contract or Shared Commercialisation Business Contract to the other party. If extent such notice is givenmoney, rebates or items relate to the Buyer shall, as soon as reasonably practicable at period prior to the Seller's cost Completion Time) shall be promptly paid over (and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer in any event within twenty (20) Business Days of such Retained Asset or Retained Liability receipt) to the Seller or(or to such other member of the Aspen Group as the Seller may nominate) and, pending such payment, shall be held in trust (or procured to be held in trust) by the Purchaser or the applicable member of the Purchaser’s Group for the Seller (or such other member of the Aspen Group as the Seller may nominate). 11.3 If the legal title to or the beneficial interest in any asset or liability: A. which is not exclusively used in or exclusively relating to the Commercialisation Business; and B. which is used in or relating to the Aspen Business and which is required in connection with or for use in such Aspen Business, is transferred to or vested in the Purchaser or any member of the Purchaser’s Group with the Commercialisation Business Assets or Assumed Liabilities, the Purchaser or that member of the Purchaser’s Group (as the case may be) shall be deemed to hold the asset or liability (a “Required Asset or Liability”) on trust and as bailee for the Seller or any member of the Aspen Group (as the case may be) and the Purchaser or that member of the Purchaser’s Group shall, at the Seller’s directionrequest, as soon as practicable and on terms that no consideration is provided by any Person for such transfer: C. execute all such deeds or documents as may be necessary for the purpose of transferring (free of any Encumbrance created on or after Completion) the relevant interest in such Required Asset or Liability to another Sellerthe Seller or as it may direct; and D. do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Seller (for itself or any member of the Aspen Group) may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Seller or any member of the Aspen Group as the case may be. 11.4 The Purchaser shall notify the Seller forthwith upon it coming to its attention that there are any Required Asset or Liability in its possession or control or that of any member of the Purchaser’s Group. 11.5 If the legal title to or the beneficial interest in any asset or liability: A. which is used exclusively in or relates exclusively to the Commercialisation Business; and B. which is not an Excluded Asset or an Excluded Liability or used in or does not relate to the Aspen Business and which is not required in connection with or for use in such Aspen Business, remains vested in the Seller or any member of the Aspen Group Company after Completion, the Seller or that member of the Aspen Group (as the case may be) shall be deemed to hold the asset or liability (a “Missing Asset or Liability”) on trust and as bailee for no considerationthe Purchaser, and the Seller or that member of the Aspen Group (as the case may be) shall, at the Purchaser’s request, as soon as practicable and on terms that no consideration is provided by any Person for such transfer: C. execute all such deeds or shall cause another Seller's Group Company to, accept such Retained documents as may be necessary for the purpose of transferring (free of any Encumbrance created after Completion the relevant interest in the Missing Asset or Retained LiabilityLiability to the Purchaser or as it may direct; and D. do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Purchaser may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in the Purchaser or as the Purchaser may direct. 11.6 The Seller shall notify the Purchaser forthwith upon it coming to its attention that there is any Missing Asset or Liability in its possession or control or that of any member of the Aspen Group. 11.7 Any asset transferred to the Seller or to any other member of the Aspen Group pursuant to this Clause 11 shall be transferred for nil consideration. 11.8 Any asset transferred to the Purchaser or to any other member of the Purchaser’s Group pursuant to this Clause 11 shall be transferred for nil consideration.

Wrong Pockets. 11.1 Without prejudice to If, following the Closing, either Buyer, on the one hand, or the Sellers, on the other hand, becomes aware that any other rights or remedies of the Buyer under this Agreement, and subject to clause 10 and any specific procedures agreed in relation to the transfer of the Marketing Authorisations, if any Asset Acquired Assets or Assumed Liability Liabilities has not been vested in or transferred to the Buyer or a Nominated Buyer Company by virtue its Affiliate or that any of the transactions carried out under this Agreement and Excluded Assets or Excluded Liabilities has been transferred to Buyer or its Affiliate (other than as contemplated in the other Transaction Documents), the Buyer or the Seller may give written notice of this to Sellers, as applicable, shall promptly notify the other party. If such notice is given and the Seller Parties shall, as soon as reasonably practicable at practicable, ensure that such property or liability is transferred, with any necessary prior Third Party Consent, to (a) Buyer or its own cost and so far as it or applicable Affiliate, in the case of any Relevant Seller's Group Company is able, transfer or procure the transfer of such Acquired Asset or Assumed Liability which was not transferred to Buyer at the Closing; or (b) the applicable Seller, in the case of any Excluded Asset or Excluded Liability which was transferred to Buyer at the Closing. Without limiting the foregoing, the Parties agree that, after the Closing Date, (x) if Buyer or any of its Affiliates receives any payment in respect of any Accounts Receivable, Buyer shall hold and shall promptly transfer and deliver such payment to the Sellers (to an account designated by the Sellers), from time to time as and when received by Buyer and in the currency received, and Buyer shall account to the Sellers for all such receipts, and (y) Buyer shall promptly deliver to the Sellers any invoice Buyer or any of its Affiliates receives in respect of any Accounts Payable and the Sellers shall promptly pay such Account Payable in full. Without limiting the foregoing, the Sellers agree that, after the Closing Date, if any of the Sellers or their Affiliates receive any payment in respect of any Acquired Assets, the applicable Seller (or Affiliate) shall hold and shall promptly transfer and deliver such payment to the Buyer or, at as and when received by such Seller and in the Buyer's direction, to another Buyer’s Group Company for no additional considerationcurrency received, and the Buyer shall, or Sellers shall cause another Buyer's Group Company to, accept such Asset or assume such Assumed Liability. 11.2 Without prejudice to any other rights or remedies of the parties under this Agreement, and subject to clause 10, if any Retained Asset or Retained Liability is (contrary to the intention of this Agreement) transferred from the Seller account to the Buyer or a Nominated Buyer Company in connection with the transactions carried out under this Agreement and the other Transaction Documents, the Seller or the Buyer may give written notice of this to the other party. If for all such notice is given, the Buyer shall, as soon as reasonably practicable at the Seller's cost and so far as it or the relevant Nominated Buyer Company is able, transfer or procure the transfer of such Retained Asset or Retained Liability to the Seller or, at the Seller’s direction, to another Seller’s Group Company for no consideration, and the Seller shall, or shall cause another Seller's Group Company to, accept such Retained Asset or Retained Liabilityreceipts.