Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) After giving effect to the transactions contemplated by this Agreement, 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) 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 relevant part thereof) held by such Person to the Company or its Affiliates, (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 Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or 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 Seller or its designated 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, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled 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. (a) After giving effect 16.1 If the legal title to or any beneficial interest in any Target Group Wrong Pocketed Assets is vested in any member of the transactions contemplated by this Agreement, if at any time Continuing Seller Group after the Closing, it is determined that Relevant Completion or any asset, property, right, Contract or claim member of the Continuing Seller or its controlled Affiliate was not held by a Group Company at the Closing, but was primarily used has any interest in connection with the Acquired Business prior to the Closing (collectivelysuch Target Group Wrong Pocketed Assets, the “Company’s Wrong Pocket Asset”), Seller if required by the Buyer shall procure that the relevant member of the Continuing Seller Group shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) : 16.1.1 execute or procure the execution of all instruments, agreements, deeds or documents as may be reasonably necessary for the purpose purposes of transferring the Target Group Wrong Pocketed Assets or the relevant ownership and/or interests in the Company’s Wrong Pocket Assets (or relevant part thereof) held by such Person them to the Company Buyer or its Affiliates, (ii) at the Buyer’s direction a member of the Target Group; 16.1.2 do or procure to be done all such further acts or things and procure the execution of all other documents as the Buyer may reasonably direct in order to vest the assets or relevant interests in them in the Buyer or the relevant member of the Target Group; and 16.1.3 procure that the asset, or relevant interest in the Target Group Wrong Pocketed Assets, shall be reasonably necessary held on trust for the Buyer (to validly effect the extent permitted by any relevant law) until the transfer and is validly effected to vest the asset or relevant ownership and/or interest in the asset in the Buyer or the relevant member of the Target Group. 16.2 If the legal title to or any beneficial interest in any Retained Group Wrong Pocketed Assets is vested in any member of the Target Group after the Relevant Completion or any member of the Target Group has any interest in such Company’s Retained Group Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Pocketed Assets. (b) After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer if required by the Seller shall procure that the relevant Buyer or member of the Target Group (as applicable) shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) : 16.2.1 execute or procure the execution of all instruments, agreements, deeds or documents as may be reasonably necessary for the purpose purposes of transferring the Retained Group Wrong Pocketed Assets or the relevant ownership and/or interests in them to the Sellers’ Wrong Pocket Assets (or relevant part thereof) held by such Person to Seller or its designated Affiliate, (ii) at the Seller’s direction to another member of the Retained Group; 16.2.2 do or procure to be done all such further acts or things and procure the execution of all other documents as the Seller may reasonably direct in order to vest the assets or relevant interests in them in the relevant member of the Retained Group; and 16.2.3 procure that the asset, or relevant interest in the Wrong Pocketed Assets, shall be reasonably necessary held on trust for the Seller (to validly effect the extent permitted by any relevant law) until the transfer and is validly effected to vest the asset or relevant ownership and/or interest in such Sellers’ Wrong Pocket Assets (or the asset in the relevant part thereof) in Seller or its designated Affiliate, and (iii) cause member of the transferor of such Sellers’ Wrong Pocket Asset to hold the Sellers’ Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket AssetsRetained Group.

Wrong Pockets. (a) After giving effect Subject to the transactions contemplated by this AgreementSection ‎2.10, if if, at any time after the Closing, it a Goodyear Group Member holds any Transferred Asset or is determined that subject to any assetAssumed Liability, property(i) Goodyear shall, rightor shall cause the applicable Goodyear Group Member to, Contract to transfer and convey (without further consideration) to SRI or claim of Seller the appropriate Transferred Entity such Transferred Asset or its controlled Affiliate was not held by a Group Company at Assumed Liability; (ii) SRI shall, or shall cause the Closingappropriate Transferred Entity to, but was primarily used in connection with the Acquired Business prior to the Closing accept such Transferred Asset and assume and discharge such Assumed Liability (collectively, the “Company’s Wrong Pocket Asset”without further consideration), Seller ; and (iii) Goodyear and SRI shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and controlled Affiliates to use commercially reasonable efforts to (i) 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 relevant part thereof) held by such Person to the Company or its Affiliates, (ii) do all take such further acts or things as may be are reasonably necessary or desirable to validly effect the such transfer and vest the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Transferred Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 assumption of such Company’s Wrong Pocket Asset Assumed Liability, in each case such that each party is put into the same economic position as Seller or its controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any if such Company’s Wrong Pocket Assetsaction had been taken at the Closing. (b) After giving effect to the transactions contemplated by this AgreementIf, if at any time after the Closing, it SRI or a Transferred Entity holds any Excluded Asset or is determined that subject to any assetExcluded Liability, property(i) SRI shall, rightor shall cause the applicable Transferred Entity to, Contract use all reasonable efforts to transfer and convey (without further consideration) to Goodyear or claim of any the appropriate Goodyear Group Company primarily used in connection with the Member such Excluded Business was held by a Group Company at the Closing Asset or Excluded Liability; (collectivelyii) Goodyear shall, the “Sellers’ Wrong Pocket Asset”or shall cause its appropriate Affiliate to, accept such Excluded Asset and assume and discharge such Excluded Liability (without further consideration), Buyer ; and (iii) SRI and Goodyear shall, and shall cause its Subsidiaries their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and controlled Affiliates take such further acts as are reasonably necessary or desirable to use commercially reasonable efforts 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) Subject to Section ‎2.10, if, at any time after the Closing, 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) execute all instruments, agreementsGoodyear shall, or documents as may be reasonably necessary for shall cause the purpose of transferring applicable Goodyear Group Member to, to transfer and convey (without further consideration) to SRI or the relevant ownership and/or interests in appropriate Transferred Entity such Omitted Dunlop Trademark and all Liabilities associated therewith arising after the Sellers’ Wrong Pocket Assets (or relevant part thereof) held by such Person to Seller or its designated Affiliate, Closing; (ii) do SRI shall, or shall cause the appropriate Transferred Entity to, accept such Omitted Dunlop Trademark and assume and discharge 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 Liabilities; (iii) Goodyear and SRI shall, and shall cause their appropriate Affiliates to, execute documents or instruments of conveyance or assumption and (iv) any such Omitted Dunlop Trademark shall be deemed a “Transferred Dunlop Trademark” hereunder as of the transferor Closing (other than (including as the term “Transferred Dunlop Trademarks” is used within “Registered Transferred IP”, “Transferred IP” and “Transferred Assets”) for purposes of such Sellers’ Wrong Pocket Asset to hold the Sellers’ Wrong Pocket Asset representations and any monieswarranties given in Article III herein or, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee avoidance of doubt, the covenants and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller obligations included in respect of any such Sellers’ Wrong Pocket AssetsSection ‎4.1).

Wrong Pockets. (a) After giving effect Excluded Assets or Excluded Liabilities transferred to SpinCo If the transactions contemplated by this Agreementlegal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, if at any time after SpinCo shall be deemed to hold such asset or liability (a “Required Asset or Liability”) on behalf of and for the Closingbenefit of the Company, it is determined that any assetand SpinCo shall, 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”)request, Seller shall, as soon as practicable and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to on terms that no consideration is provided by any person for such transfer: (i) execute all instruments, agreements, such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant ownership and/or interests interest in the Company’s Wrong Pocket Assets (such Required Asset or relevant part thereof) held by such Person Liability to the Company or its Affiliates, as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may be reasonably necessary to validly effect request for the transfer and vest purpose of vesting the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (Required Asset or relevant part thereof) Liability in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract Allocated Assets or claim of any Group Company primarily used in connection Allocated Liabilities remaining with the Excluded Business was held by a Group Company at If the Closing (collectivelylegal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the Company shall be deemed to hold such asset or liability (a “Sellers’ Wrong Pocket AssetMissing Asset or Liability”)) on behalf of and for the benefit of SpinCo, Buyer and the Company shall, at SpinCo’s request, as soon as practicable and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to on terms that no consideration is provided by any person for such transfer: (i) execute all instruments, agreements, such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant ownership and/or interests interest in the Sellers’ Wrong Pocket Assets (Missing Asset or relevant part thereof) held by such Person Liability to Seller SpinCo or its designated Affiliate, as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may be reasonably necessary to validly effect request for the transfer and vest purpose of vesting the relevant ownership and/or interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such Sellers’ Wrong Pocket Assets allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (or relevant part thereofii) SpinCo and the Company will discuss in Seller or its designated Affiliate, and good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) cause in the transferor absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such Sellers’ Wrong Pocket Asset employee to hold SpinCo or otherwise involve the Sellers’ Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect imposition of any such Sellers’ Wrong Pocket Assetscost or liability on SpinCo.

Wrong Pockets. (a) After giving effect to In the transactions contemplated by this Agreement, if at event that record or beneficial ownership or possession of any time after the Closing, it is determined that any asset, property, right, Contract agreement or claim of asset that is not a Purchased Asset has been assigned, conveyed or transferred by Seller or its controlled Affiliate was not held by a Group Company at Affiliates to Buyer or any of its Affiliates on or after the ClosingEffective Time, but was primarily used in connection with the Acquired Business prior to the Closing (collectively, the “Company’s Wrong Pocket Asset”), Seller Buyer shall, promptly following Seller’s request, use its (and shall cause its Subsidiaries and controlled Affiliates to use their) commercially reasonable efforts to (i) execute all instrumentsassign, 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 relevant part thereof) held by convey and transfer such Person to the Company or its Affiliates, (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 Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract agreement or claim asset to Seller or its designated Affiliate (it being understood that if any consent, waiver or approval of any Group Company primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Sellers’ Wrong Pocket Assets Third Party that has not been obtained (or relevant part thereoflapse of statutory or contractual period to object that has not occurred) held by is required, Section 5.9 (Consents) shall apply). Pending such Person transfer to Seller or its designated Affiliate, (ii) do all Buyer shall hold such further acts property, right, agreement or things as may be reasonably necessary asset and provide 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, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment all of the benefits, rights, obligations and use liabilities associated with the ownership and operation of such Sellers’ Wrong Pocket Assets property, right, agreement or asset and, accordingly, Buyer shall cause such property, right, agreement or asset to be operated or retained as may reasonably be instructed by Seller, and Seller shall indemnify Buyer for the Losses resulting from such operation or retention, so long as such operation or retention by Buyer or its controlled Affiliate has. It is understood Affiliates are in accordance with Seller’s instructions, except that Seller shall not be required to indemnify Buyer for any Losses arising from such operation or retention that are finally judicially determined to have resulted primarily from Buyer’s or its Affiliates’ willful misconduct or gross negligence. (b) Subject to Section 5.9 and agreed Section 2.12.2 of the Transitional Services Agreement, in the event that no consideration shall be payable record or beneficial ownership or possession of a Purchased Asset has not been assigned, conveyed or transferred by Seller in respect to Buyer or its Affiliates on or after the Effective Time, Seller shall use its commercially reasonable efforts to assign, convey and transfer such asset to Buyer or its designated Affiliate (it being understood that if any consent, waiver or approval of any Third Party that has not been obtained (or lapse of statutory or contractual period to object that has not occurred) is required, Section 5.9 (Consents) or Section 2.12.2 of the Transitional Services Agreement, as applicable, shall apply). Pending such Sellerstransfer to Buyer or its Affiliates, Seller shall hold such Purchased Asset and provide to Buyer or its designated Affiliate all of the benefits, rights, obligations and liabilities associated with the ownership and operation of such Purchased Asset and, accordingly, Seller shall cause such Purchased Asset to be operated or retained as may reasonably be instructed by Buyer, and Buyer shall indemnify Seller or its Affiliates for the Losses resulting from such operation or retention so long as such operation or retention are in accordance with Buyer’s or its Affiliates’ Wrong Pocket Assetsinstructions, except that Buyer shall not be required to indemnify Seller for any Losses arising from such operation or retention that are finally judicially determined to have resulted primarily from Seller’s or its Affiliates’ willful misconduct or gross negligence. (c) In the event that any information, including Personal Information, is transmitted between Seller or its Affiliates (or their Representatives), on the one hand, to Buyer or its Affiliates (or their Representatives), on the other hand, that Seller or its Affiliates or Buyer or its Affiliates, as applicable, was not permitted or entitled to transmit by Law or fiduciary obligation at the time of transmittal, upon notice of such from the disclosing party, the receiving party shall (and shall cause its Affiliates and Representatives to) (i) promptly return or destroy such information (to the extent such information is capable of being returned or destroyed) and (ii) keep such information confidential in accordance with Section 5.4. (d) In the event that either Seller or Buyer becomes aware of the circumstances specified in the foregoing subsections of this Section 5.11, it shall promptly notify the other thereof.

Wrong Pockets. (a) After giving effect to the transactions contemplated by this AgreementTransactions, if at any time after the Closing, it is determined that any asset, property, rightright (including any Intellectual Property Right), Contract or claim of Seller or any of its controlled Affiliate Affiliates was not held by a member of the Acquired Group Company at the Closing, but was primarily used in connection with related, and material, to the operation of the Acquired Business Group prior to the Closing (collectively, the “Company’s Wrong Pocket AssetAssets”), Seller shall, and shall cause its Subsidiaries and controlled Affiliates to to, use commercially reasonable efforts to (i) 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 relevant part thereof) held by such Person to the Company or its Affiliates, (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 Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) After giving effect to the transactions contemplated by this AgreementTransactions, if at any time after the Closing, it is determined that any asset, property, rightright (including any Intellectual Property Right), Contract or claim of any member of the Acquired Group Company primarily used in connection with related, and material, to the Excluded operation of the Retained Business was held by a any member of the Acquired Group Company at the Closing (collectively, the “Sellers’ Seller’s Wrong Pocket AssetAssets”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to (including, following the Closing, each member of the Acquired Group) to, use commercially reasonable efforts to (i) execute all instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Sellers’ Seller’s Wrong Pocket Assets (or relevant part thereof) held by such Person to Seller or its designated 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’ Seller’s Wrong Pocket Assets (or relevant part thereof) in Seller or its designated Affiliate, and (iii) cause the transferor of such Sellers’ Seller’s Wrong Pocket Asset to hold the Sellers’ Seller’s Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Seller’s Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Seller’s Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Seller’s Wrong Pocket Assets.

Wrong Pockets. 11.1 To the extent that title to: (aA) After giving effect to any Excluded Asset; (B) any asset (including, for the transactions contemplated by this Agreementavoidance of doubt, if at any time after the Closingcontract, it is determined that Intellectual Property, Business Information and any asset, property, right, Contract or claim of Seller or its controlled Affiliate associated goodwill) which was not held used predominantly in the GKN Driveline Business (as compared to its use by the Retained Group as a Group Company at whole) in the Closing, but was primarily used in connection with the Acquired Business 12 months prior to the Closing Share Purchase Time (collectively, and ignoring the “Companyeffect of any sale or disposal of the Retained Group’s Wrong Pocket Asset”Aerospace or Powder Metallurgy divisions that occurs within such period), Seller shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to ; or (iC) 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 relevant part thereof) held by such Person to the Company or its Affiliates, (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 Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by Btrade ▇▇▇▇ in respect which includes or consists of any of the Retained Marks, is acquired, or has the effect of being acquired, by SpinCo’s Group under this Agreement (directly or indirectly), SpinCo covenants to procure (subject to any necessary third party consent being obtained, having taken reasonable endeavours to procure such Company’s Wrong Pocket Assetsconsent) that any such asset is promptly transferred to such member of the Retained Group as GKN may specify for a negligible sum and, from the Share Purchase Time, is held on trust (to the extent permitted by law or pursuant to the terms of the relevant contract) for GKN pending such transfer for no further consideration provided that, if the relevant asset has more than negligible value the parties shall discuss in good faith whether and to what extent the Cash Consideration should be reallocated. 11.2 To the extent that title to any asset (bincluding, for the avoidance of doubt, any contract, Intellectual Property, Business Information and any associated goodwill) After giving effect owned by a member of the Retained Group which was used predominantly in the GKN Driveline Business (as compared to its use by the Retained Group as a whole) in the 12 months prior to the transactions contemplated Share Purchase Time (and ignoring the effect of any sale or disposal of the Retained Group’s Aerospace or Powder Metallurgy divisions that occurs within such period), other than an Excluded Asset, is not acquired, or has the effect of not being acquired, by SpinCo’s Group under this AgreementAgreement (directly or indirectly), GKN covenants to procure (subject to any necessary third party consent being obtained, having taken reasonable endeavours to procure such consent) that any such asset is promptly transferred to such member of the GKN Driveline Group as SpinCo may specify for a negligible sum and, from the Share Purchase Time, is held on trust (to the extent permitted by law or pursuant to the terms of the relevant contract) for the relevant member of the GKN Driveline Group pending such transfer for no further consideration provided that, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests asset has more than negligible value the parties shall discuss in good faith whether and to what extent the Sellers’ Wrong Pocket Assets Cash Consideration should be reallocated. 11.3 The operation of this clause 11: (or relevant part thereof) held by such Person to Seller or its designated 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 thereofA) in Seller or its designated Affiliate, and (iii) cause relation to the transferor of such Sellers’ Wrong Pocket Asset to hold the Sellers’ Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration Shared Business Contracts shall be payable by Seller subject to clause 9; and (B) in respect of any such Sellers’ Wrong Pocket Assetsrelation to employees shall be subject to Schedule 11 (Employees).

Wrong Pockets. (a) After giving effect to the transactions contemplated by this AgreementIf, if at for any time reason after the Closing, it Buyer is determined that found to be in possession of any assetExcluded Asset or subject to an Excluded Liability, property(i) Buyer shall return or transfer and convey (without further consideration) to Seller, rightand Seller shall accept or assume, Contract as applicable, such Excluded Asset or claim 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 Seller conveyance or its controlled Affiliate was not held by a Group Company at assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) If, after the Closing, but was primarily used in connection with the Acquired Business prior to the Closing (collectively, the “Company’s Wrong Pocket Asset”), Buyer or Seller shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreementsbecomes aware that any Purchased Asset or Assumed Liability has not been transferred or delivered to, 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 relevant part thereof) held by such Person to the Company assumed by, Buyer or its Affiliates, (iii) do all Seller shall promptly take such further acts or things steps as may be reasonably necessary required to validly effect the transfer and vest the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goodsdeliver, or other benefits arising therefrom after the date of this Agreement by virtue thereofcause to be transferred and delivered, as agent of and trustee for the Company’s Wrong Pocket Assets transferee and allow the Company such Purchased Asset or Assumed Liability to such enjoyment and use of such Company’s Wrong Pocket Asset as Seller or its controlled Affiliate has. It is understood and agreed that Buyer, at no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) After giving effect charge to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or 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 Seller or its designated AffiliateBuyer, (ii) do all Buyer shall accept such further acts Purchased Asset or things assume such Assumed Liability, as the case 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 Affiliatebe, and (iii) cause 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 transferor transfer of such Sellers’ Wrong Pocket Purchased Asset or Assumed Liability to hold Buyer. DM3\7875356.18 (c) In the Sellers’ Wrong Pocket Asset and event that, on or after the Closing Date, either party shall receive any monies, goods, payments or other benefits arising therefrom after funds due to the date other party or any of its Affiliates pursuant to the terms of this Agreement by virtue thereofor any of the other Transaction Documents, as agent then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree that, notwithstanding anything contained in this Agreement or any of the other Transaction Documents, there is no right of offset regarding such payments and trustee a party may not withhold funds received from third parties for the Sellers’ Wrong Pocket Assets transferee and allow Seller account of the other party in the event there is a dispute regarding any other issue under this Agreement or its designated Affiliate 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 have any accounts payable of the other party, then the party receiving such enjoyment and use of invoice shall promptly deliver such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket Assetsinvoice to the proper party.

Wrong Pockets. (a) After giving effect to the transactions contemplated by this AgreementIf, if at any time within 18 months after the Closing, it is determined that NewCo, AT&T, Investor or their respective Affiliates identify any asset, property, right, Contract assets or claim liabilities owned by any of Seller AT&T or its controlled Affiliate Affiliates that as of the Closing should have been a Transferred Asset or Assumed Liability but was not held transferred by such AT&T Entity to NewCo or a Group Company Transferred Subsidiary at the Closing, but was primarily used in connection with the Acquired Business or prior to the Closing (collectivelyincluding as part of the Pre-Closing Reorganization) (any such asset or liability, the a “Company’s Wrong Pocket AssetPockets Item”), Seller 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 shall cause its Subsidiaries and controlled Affiliates to describing in reasonable detail the use commercially reasonable efforts to (i) execute all instruments, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests thereof in the Company’s Wrong Pocket Assets (or relevant part thereof) held by such Person to Business as of the Company or its Affiliates, (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 Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket AssetsClosing Date. (b) After giving effect 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 transactions contemplated case may be, (i) in the case of a Transferred 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 cause one of its Subsidiaries to assume such Wrong Pockets Item, in each case, for no additional consideration, and in the case of any Transferred Asset the Transfer of which by AT&T or its 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, if at any time 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, it is determined that any assetto 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, property, right, Contract or claim of any Group Company primarily used in connection with to the Excluded Business was held maximum extent allowable by a Group Company at applicable Law. (e) To the Closing (collectivelyextent permitted by applicable Law, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates Parties agree to use commercially reasonable efforts to treat for applicable Income Tax purposes (i) execute all instruments, agreements, or documents any Wrong Pockets Item described in Section 1.9(a) and confirmed in Section 1.9(b) 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 Seller or its designated Affiliate, a Transferred Asset that is transferred as contemplated hereby and (ii) do all such further acts or things any asset described in Section 1.9(c) 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 an Excluded Asset to hold the Sellers’ Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, that is retained as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket Assetscontemplated hereby.

Wrong Pockets. (a) After giving effect to the transactions contemplated by this AgreementIf, if at any time after within twelve (12) months following the Closing, it is determined that any asset, property, person discovers any right, Contract title or claim of Seller interest in any asset or its controlled Affiliate was not held by any Liability (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 a “Wrong Pocket Liability,” respectively) that as of the Closing Date related to (i) execute all instrumentsthe business of the Acquired Companies, agreements, but was not transferred 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 (assumed by Acquiror or relevant part thereof) held by such Person to the any Acquired Company at Closing or its Affiliates, (ii) do all the business of the Seller and its Affiliates other than the business of the Acquired Companies, but was transferred to Acquiror or an Acquired Company at Closing, in each case except as a result of a transaction occurring after the Closing consented to by the Parties, then: (i) the Parties shall cause any of their respective Affiliates holding such further acts right, title or things as may be reasonably necessary to validly effect the transfer and vest the relevant ownership and/or interest in such Company’s a Wrong Pocket Assets Asset (or relevant part thereofthe “Wrong Pocket”) in the Company or its Affiliates and (iii) cause the transferor of to transfer such Company’s Wrong Pocket Asset to the appropriate Person (the “Right Pocket”) as promptly as reasonably practicable for no additional consideration; (ii) the Parties shall cause such Wrong Pocket to hold its right, title and interest in and to the Company’s Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Company’s benefit of the Right Pocket until such time as the transfer is completed; and (iii) the Parties shall cause the Right Pocket to assume any Wrong Pocket Assets transferee and allow Liability from the Company to such enjoyment and use of such Company’s relevant Wrong Pocket Asset as Seller or its controlled Affiliate has. It is understood and agreed that promptly as reasonably practicable for no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assetsconsideration. (b) After giving effect All costs and expenses arising out of compliance with such transfers shall be allocated to the transactions contemplated by Parties as though such transfers had been completed as of the Closing in accordance with this Agreement, if at any time after . (c) The Parties shall cause the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company primarily used Right Pocket to cooperate with the Wrong Pocket in connection with the Excluded Business was held transfers contemplated by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or 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 Seller or its designated 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, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket AssetsSection 7.6.

Wrong Pockets. (a) After giving effect to the transactions contemplated by this AgreementIf, if at any time after following the Closing, it is determined that any asset, property, right, Contract property or claim of Seller or its controlled Affiliate was not held by a Group Company at asset which, prior to the Closing, but was primarily used in, held for use primarily in, or primarily useful in connection with the Acquired Covered Business (as compared to other businesses), is found to have been retained in error by any Seller Parent Group Member, the applicable Seller Parent Group Member will deliver, or cause to be delivered, at the applicable Seller Parent Group Member’s sole cost and expense, such right, property or asset (subject to any applicable related liabilities) as soon as reasonably practicable to the Company or an Affiliate thereof designated by Purchaser in writing. If, following the Closing, any right, property or asset which, prior to the Closing, was used by a Seller Parent Group Member, but not primarily used in, held for use in, or primarily useful in the Covered Business (as compared to other businesses), is found to have been retained in error by the Company, the Company will deliver, or cause to be delivered, at the Company’s sole cost and expense, such right, property or asset (subject to any applicable related liabilities) as soon as reasonably practicable to the applicable Seller Parent Group Member or an Affiliate thereof designated by Seller in writing. (b) If, following the Closing, Apex Crypto identifies any Intellectual Property Right that (i) was owned by Seller and its Affiliates (other than the Company) as of the Closing, (ii) was Excluded IP (as defined in the IP Assignment Agreement) that was not expressly provided to the Company under the Commercial Agreement or Transition Services Agreement, and (iii) is reasonably required to operate the Covered Business in the same or substantially same manner as it was operated prior to the Closing (collectively“Other IP”), then the Company shall provide written notice to Seller of its request for access to such item of Other IP. Promptly following receipt of such notice from the Company, Seller shall cooperate in good faith with the Company to determine whether access to such Other IP is reasonably required to operate the Covered Business in the same or substantially same manner as it was operated prior to the Closing, and, if so (any such Other IP, the “Company’s Wrong Pocket AssetAgreed Other IP”), Seller shallthe parties shall make such mutually agreeable arrangements as are reasonable to provide access to such Agreed Other IP, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instrumentsincluding under the Commercial Agreement or by standalone license, agreements, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests at no additional charge unless otherwise mutually agreed in the Company’s Wrong Pocket Assets (or relevant part thereof) held writing by such Person to the Company and Seller (each such arrangement, license or its Affiliatesagreement, (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 Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assetsan “Alternative Arrangement”). (bc) After giving effect In consideration of the purchase and sale of Purchased Interests hereunder, Seller Parent Group Members hereby agree and covenant on behalf of themselves and future Affiliates and successors (“Seller Parties”), that neither Seller Parent Group Members nor any Seller Party will assert, or authorize, assist, or encourage any third party to assert, against Purchaser Group Members or any Purchaser Group Member’s current or future Affiliates, customers, end users, vendors, business partners, successors, or licensors, any Intellectual Property Rights infringement or other claim regarding any Purchaser Group Member’s use of any Agreed Other IP prior to the transactions contemplated by this Agreementdate on which an Alternative Arrangement takes effect in respect thereof to the extent that such Agreed Other IP was used in a manner consistent with how such Agreed Other IP was used in the Covered Business prior to Closing (the “Non-Assert”). Seller Parent Group Members agree that, if at they or their business is acquired (whether by merger, stock sale, asset purchase, or any time after other corporate transaction or reorganization) or if a Seller Parent Group Member undergoes a change of control, then the Closing, it is determined Non-Assert will remain binding on such Seller Parent Group Members and shall bind any such acquirer or successor to such Seller Parent Group Members. The parties agree that Purchaser may freely assign or transfer the Non-Assert to any asset, property, right, Contract Affiliate or claim of any Group Company primarily used successor in connection with the Excluded Business was held by a Group Company at the Closing (collectivelymerger, the “Sellers’ Wrong Pocket Asset”)stock sale, Buyer shallasset purchase, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreementschange of control, or documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Sellers’ Wrong Pocket Assets (any other corporate transaction or relevant part thereof) held by such Person to Seller or its designated 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, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket Assetsreorganization.

Wrong Pockets. (a) After giving effect Excluded Assets or Excluded Liabilities transferred to SpinCo If the transactions contemplated by this Agreementlegal title to or the beneficial interest in any Excluded Asset or Excluded Liability is transferred to or vested in SpinCo, if at any time after SpinCo shall be deemed to hold such asset or liability (a "Required Asset or Liability") on behalf of and for the Closingbenefit of the Company, it is determined that any assetand SpinCo shall, property, right, Contract or claim of Seller or its controlled Affiliate was not held by a Group Company at the ClosingCompany's request, but was primarily used in connection with the Acquired Business prior to the Closing (collectively, the “Company’s Wrong Pocket Asset”), Seller shall, as soon as practicable and shall cause its Subsidiaries on terms that no consideration is provided by any person for such transfer: Private and controlled Affiliates to use commercially reasonable efforts to Confidential Execution copy (i) execute all instruments, agreements, such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant ownership and/or interests interest in the Company’s Wrong Pocket Assets (such Required Asset or relevant part thereof) held by such Person Liability to the Company or its Affiliates, as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Company may be reasonably necessary to validly effect request for the transfer and vest purpose of vesting the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (Required Asset or relevant part thereof) Liability in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) After giving effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract Allocated Assets or claim of any Group Company primarily used in connection Allocated Liabilities remaining with the Excluded Business was held by a Group Company at If the Closing (collectivelylegal title to or the beneficial interest in any Allocated Asset or Allocated Liability, remains vested in the Company after Separation, the “Sellers’ Wrong Pocket Asset”)Company shall be deemed to hold such asset or liability (a "Missing Asset or Liability") on behalf of and for the benefit of SpinCo, Buyer and the Company shall, at SpinCo's request, as soon as practicable and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to on terms that no consideration is provided by any person for such transfer: (i) execute all instruments, agreements, such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any encumbrance created on or after Separation) the relevant ownership and/or interests interest in the Sellers’ Wrong Pocket Assets (Missing Asset or relevant part thereof) held by such Person Liability to Seller SpinCo or its designated Affiliate, as it may direct; and (ii) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as SpinCo may be reasonably necessary to validly effect request for the transfer and vest purpose of vesting the relevant ownership and/or interest in the Missing Asset or Liability in SpinCo. (c) Employees remaining with the Company If any employee of the Company alleges that it should transfer, or should have transferred, to SpinCo as part of the Separation by way of any Transfer Regulations: (i) the Company or SpinCo, when aware of such Sellers’ Wrong Pocket Assets allegation or finding, will promptly notify SpinCo or the Company, respectively, thereof; and (or relevant part thereofii) SpinCo and the Company will discuss in Seller or its designated Affiliate, and good faith how to resolve the issue for a period of 10 Business Days following each of them becoming aware of the issue pursuant to sub-paragraph (i) above; and (iii) cause in the transferor absence of agreement between the Company and SpinCo as to how the issue will be resolved, the Company may take such steps as it reasonably determines to resolve the issue; provided that no such step shall involve a transfer of such Sellers’ Wrong Pocket Asset employee to hold SpinCo or otherwise involve the Sellers’ Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect imposition of any such Sellers’ Wrong Pocket Assetscost or liability on SpinCo.

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) After giving effect the legal title to, or the beneficial interest in, any: (i) Asset remains vested in, possessed by or registered to the transactions contemplated Seller; or (ii) Excluded Assets have been transferred to the Buyer or is otherwise no longer vested in, possessed by this Agreementor registered to the Seller, if at (Missing Asset); or (b) any time after service provided by 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 to the Closing, but was primarily used in connection with the Acquired Business prior to Completion is no longer being provided, or capable of being provided from the Closing Seller, to the Business after Completion (collectivelyMissing Service); or (c) any supply or undocumented arrangements between the Company and the Seller that had a material flow on affect to the 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 “Company’s Wrong Pocket 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 shall(as applicable) and on terms that no additional consideration (or no more than $1 consideration, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to at the election of the Correct Owner) is provided by any person: (i) execute or procure the execution of, all instruments, agreements, such agreements or documents as may be reasonably necessary for the purpose of: (A) transferring (free of transferring the relevant ownership and/or interests Security Interests other than Permitted Security Interests) all right, title and interest in the Company’s Wrong Pocket Assets Missing Asset; (or relevant part thereofB) held by such Person re-establishing the supply 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, to the Company or its Affiliates, Correct Owner; and (ii) do do, or procure to be done, all such further acts or things and procure the execution of all such other documents as may be reasonably necessary are appropriate to validly effect the transfer and vest the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (or relevant part thereof) in the Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or 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 controlled Affiliate has. It is understood and agreed that no additional consideration shall be payable by B▇▇▇▇ in respect of any such Company’s Wrong Pocket Assets. (b) After giving give effect to the transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates paragraphs 17(e)(i)(A) to use commercially reasonable efforts to (i17(e)(i)(C) execute all instruments, agreements, or 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 Seller or its designated 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, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such enjoyment and use of such Sellers’ Wrong Pocket Assets as Buyer or its controlled Affiliate has. It is understood and agreed that no consideration shall be payable by Seller in respect of any such Sellers’ Wrong Pocket Assetsabove.