Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (1) If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or vested in a member of the Retained Group in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a Group Company nominated by the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

Wrong Pockets. (1) 16.1 If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) Business Asset, or any Group Company owns any asset or right Intellectual Property which is not exclusively related to be the Business, has been transferred to, owned by or vested in a from any member of the Retained Seller Group in accordance with the Reorganisation Steps Plan or to any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request member of the Vendor (Purchaser Group under, or at the request of either party in the case of (b) above)as a result of, any Transaction Document, the Purchaser undertakes shall procure that such asset is transferred to the Seller (at the cost or such other member of the VendorSeller Group as the Seller may nominate) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each casefor no consideration (or, to the extent relating theretorequired under Applicable Law, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor nominal consideration) as soon as reasonably practicable and after becoming aware of the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value ownership of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employeeassets. (2) If at 16.2 Save as expressly provided in any time following CompletionTransaction Document, either party becomes aware that (a) if any member of the Retained Seller Group owns after the Applicable Completion any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) Business Asset which in the 12 months prior to the date of this Agreement has should have been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Purchaser Group owns as a result of any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the PurchaserTransaction Document, the Vendor undertakes (at its own cost) to execute or Seller shall procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any that such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each caseis transferred to the Purchaser for no consideration (or, to the extent relating theretorequired under Applicable Law, or the reallocation for nominal consideration) as soon as practicable after becoming aware of the ownership of such assets. 16.3 Without prejudice to any other provisions of this Agreement, all moneys or other items belonging to any member of the Purchaser Group which are received by any member of the Seller Group on or after the Applicable Completion in connection with the relevant employeeportion of the Business or Business Assets shall be held in trust by the Seller for the Purchaser and shall be promptly paid over to the Purchaser, excluding any amounts received in respect of VAT for which any member of the Seller Group is required to account to a Tax Authority. 16.4 Without prejudice to any other provisions of this Agreement, all moneys or other items belonging to any member of the Seller Group Company nominated which are received by any member of the Purchaser Group on or after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Purchaser as soon as reasonably practicable for the Seller and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where promptly paid over to the value Seller, excluding any amounts received in respect of such asset is included in the Completion Accounts, at the value accounted VAT for in the Completion Accounts). (3) If at which any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Purchaser Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary is required to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property account to a Group Company nominated by the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expenseTax Authority. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

Wrong Pockets. 13.1 If, and to the extent that, after Completion it is established that any rights, obligations, assets, liabilities or claim (1excluding any Non-Wrong Pockets Item) If at any time (or part thereof) which: (a) are within the Whirlpool Agreed Perimeter are, following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior to the date of this Agreement has been used predominantly in the business held by a member of the Retained Whirlpool Group; or (b) any employee who is are within the Ardutch Agreed Perimeter are, following Completion, held by a member of the Ardutch Group, (each such entity holding such rights, obligations, assets, liabilities or claim referred to in this Clause 13.1 as the “Seller Group Holder”) and which are not made available to a Relevant Employee is employed Group Company, or assumed by a Group Company; , from Completion pursuant to the Commercial Agreements save for pursuant to a general sweeper provision of any such Commercial Agreement (ceach such right, obligation, asset, liability or claim being a “Seller Wrong Pockets Item”) any then Whirlpool shall (where the Seller Group Company owns any asset or right which Holder is to be transferred to, owned by or vested in a member of the Retained Whirlpool Group) or Ardutch shall (where the Seller Group in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request Holder is a member of the Vendor Ardutch Group): (i) procure that the Seller Group Holder shall execute all such agreements or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure for the transfer purpose of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of transferring the relevant employee, Seller Wrong Pockets Item (or part thereof) held by the Seller Group Holder to a member of the Retained Buyer Group nominated by the Vendor Buyer (referred to in this Clause 13.1 as the “Buyer Group Recipient”); and (ii) use reasonable endeavours to do all such further acts or things as may be necessary to validly effect the transfer and vest the relevant interest in the Seller Wrong Pockets Item (or part thereof) in the Buyer Group Recipient and the Buyer shall procure that the Buyer Group Recipient accepts the transfer of such Seller Wrong Pockets Item and, where necessary, makes a payment (or additional payment) that is required to be made to the Seller Group Holder necessary to ensure that the transfer is lawful and the relevant Seller shall procure that the Seller Group Holder shall indemnify (on a euro for euro basis) the Buyer Group Recipient for the equivalent amount (and if no consideration is required to make the transfer lawful, the transfer shall be made for nil consideration and without any liability for the Buyer Group Recipient), provided that if any third-party consent or approval is required for the transfer of such Seller Wrong Pockets Item to be effective or lawful then: (A) the relevant Seller shall, and shall procure that the Seller Group Holder shall, use reasonable endeavours to obtain that consent or approval as soon as reasonably practicable practicable; and (B) pending such consent or approval being given, the relevant Seller shall ensure that the Seller Group Holder shall, where permitted by the terms on which the Seller Group Holder has the right to and responsibility for such Seller Wrong Pockets Item and hold the Vendor shall do all things reasonably necessary Seller Wrong Pockets Item (or part thereof), and any monies, goods or other benefits or obligations arising after Completion by virtue of it, as agent of and trustee for the Buyer Group Recipient and allow the Buyer Group Recipient to facilitate such a transfer or reallocation. In case of transfer of any assethave full enjoyment and use of, right or liabilityand responsibility for, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant Seller Wrong Pockets Item. 13.2 Subject to this clauseClause 13.4, if, having taken such steps as reasonably necessary and to reallocate such employee the extent that, after Completion it is established that any rights, obligations, assets, liabilities or claim (excluding any Non-Wrong Pockets Item) (or part thereof) which are not possible to do sowithin the Agreed Perimeter are, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that held by a member of the Buyer Group (referred to in this Clause 13.2 as the “Target Group Holder”), save for pursuant to the Commercial Agreements (such right, obligation, asset, liability or claim being a “Target Group Wrong Pockets Item”), then the Buyer shall: (a) any member procure that the Target Group Holder shall execute all such agreements or documents as may be necessary for the purpose of transferring the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which relevant interest in the 12 months prior to Target Group Wrong Pockets Item (or part thereof) held by the date of this Agreement has been used predominantly in the business of a Target Group Company; (b) any Relevant Employee (save for any such employee who transferred Holder to a member of the Retained Ardutch Group nominated by ▇▇▇▇▇▇▇ (if such asset was contributed by Ardutch) or the Whirlpool Group nominated by Whirlpool (if such asset was contributed by Whirlpool) (referred to in this Clause 13.2 as the “Seller Group Recipient”); and (b) use reasonable endeavours to do all such further acts or things as may be necessary to validly effect the transfer and vest the relevant interest in the Target Group Wrong Pockets Item (or part thereof) in the Seller Group Recipient and the relevant Seller shall procure that the Seller Group Recipient accepts the transfer of such Target Group Wrong Pockets Item and, where necessary, makes a payment (or additional payment) that is required to be made to the Target Group Holder necessary to ensure that the transfer is lawful and the Buyer shall procure that the Target Group Holder shall indemnify (on a euro-for-euro basis) the Seller Group Recipient for the equivalent amount (and if no consideration is required to make the transfer lawful, the transfer shall be made for nil consideration and without any liability for the Seller Group Recipient), provided that if any third party consent or approval is required for the transfer of such Target Group Wrong Pockets Item to be effective or lawful then: (i) the Buyer shall, and shall procure that the Target Group Holder shall, use reasonable endeavours to obtain that consent or approval as soon as reasonably practicable; and (ii) pending such consent or approval being given, the Buyer shall ensure that the Target Group Holder shall, where permitted by the terms on which the Target Group Holder has the right to and responsibility for such Target Group Wrong Pockets Item (or part thereof), and any monies, goods or other benefits or obligations arising after Completion by virtue of it, as agent of and trustee for the Seller Group Recipient and allow the Seller Group Recipient to have full enjoyment and use of, and responsibility for, such Target Group Wrong Pockets Item. 13.3 All costs relating to the transfer of the relevant interest in any asset under Clauses 13.1, 13.2 or 13.4 (including any Taxation and any third party consent or approval fees, costs and expenses) shall be borne by the relevant Seller. 13.4 If at any time after Completion, any of the parties identifies an asset which is not within the Agreed Perimeter and is not a Whirlpool Excluded Asset or a Ardutch Excluded Asset, but which is being used or is relied upon by one or more members of the Ardutch Group or the Whirlpool Group and one or more members of the Buyer Group (and where the use of such asset: (a) cannot be addressed as an Omitted Service under the Whirlpool Transitional Services Agreement; and (b) is not the subject of any of the other Commercial Agreements) (a “Shared Asset”): (a) to the extent such asset can reasonably be separated without material cost or disruption and divided between the parties: (i) if that Shared Asset is held by a member of the Ardutch Group or the Whirlpool Group, Ardutch (in respect of a Shared Asset held by a member of the Ardutch Group) or Whirlpool (in respect of a Shared Asset held by a member of the Whirlpool Group) shall procure that the Shared Asset is so separated and the relevant part, together with any obligations or liabilities relating to it, is transferred to the member of the Buyer Group nominated by the Buyer; and (ii) if that Shared Asset is held by a member of the Buyer Group, the Buyer shall procure that the Shared Asset is so separated and the relevant part, together with any obligations or liabilities relating to it, is transferred to the member of the Ardutch Group or Whirlpool Group (as applicable) nominated by the relevant Seller; and (b) unless and until such time as the Shared Asset is separated in accordance with Clause 13.4(a) or if such asset cannot reasonably be separated without material cost or disruption and divided between the parties, Ardutch shall procure that the relevant member of the Ardutch Group (in the case of an asset held by a member of the Ardutch Group or the Buyer Group) or Whirlpool ((in the case of an asset held by a member of the Whirlpool Group) and the Buyer shall use reasonable endeavours to procure that the relevant member of the Ardutch Group or the Whirlpool Group (as applicable) (in the case of an asset held by a member of the Buyer Group) or the relevant member of the Buyer Group (in the case of an asset held by a member of the Ardutch Group or the Whirlpool Group), is licenced or otherwise has the right to use the Shared Asset until such separation occurs at no additional cost (which shall include using reasonable endeavours to procure any relevant permissions, consents, agreements or authorizations required from a third party). 13.5 Notwithstanding anything in Schedule 4 to the contrary in the event that, prior to the date falling six months after Completion, any member of the Whirlpool Group, the Ardutch Group or the Buyer Group discovers that, or it is found or asserted that following Completion: (i) any Whirlpool In-Scope Employees continue to be employed with the Whirlpool Group after Completion (a “Whirlpool Wrong Pocket Employee”); (ii) any Ardutch In-Scope Employees continue to be employed with the Ardutch Group after Completion (a “Ardutch Wrong Pocket Employee”); (iii) any Whirlpool Excluded Employee Journeys Document) is employed by a member of the Retained GroupWhirlpool Europe Group after Completion (a “Whirlpool Excluded Wrong Pocket Employee”); or (civ) any Ardutch Excluded Employee is employed by a member of the Retained Buyer Group owns any asset or right (a “Ardutch Excluded Wrong Pocket Employee”) after Completion (each being a “Wrong Pocket Employee”, the employing entity being the “Wrong Pocket Employer” and the entity which is to should be transferred toemploying the Wrong Pocket Employee being the “Rightful Employer”), owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that discovering party shall notify the respective other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts)without undue delay. (3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a Group Company nominated by the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

Wrong Pockets. (1) If at any time following CompletionIf, either party becomes aware after the Distribution, the Parties agree that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any an employee who is was not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or vested in a member of the Retained Group in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents assigned and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Outdoor Products Group in accordance with and who, had the Employee Journeys Document) is employed by a member of Parties given specific consideration to such individual prior to the Retained Group; or (c) any member of Distribution, would have otherwise been so transferred prior to the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the PurchaserDistribution Date, the Vendor undertakes (at its own cost) Parties shall use their reasonable best efforts to execute or procure the relevant Retained Group company executes effect such documents and does such acts transfer as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon promptly as reasonably practicable and the Purchaser shall (at the Vendor’s costb) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be an employee was assigned and transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Outdoor Products Group nominated by and who, had the Vendor as soon as reasonably practicable and Parties given specific consideration to such individual prior to the Vendor shall do all things reasonably necessary Distribution would not have otherwise been assigned to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained GroupOutdoor Products Group or otherwise transferred prior to the Distribution Date (each such employee, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchasera “Wrong Pockets Employee”), the Vendor undertakes Parties shall use their reasonable best efforts to effect such transfer (at the cost of the Vendorincluding through a termination and rehire) to execute or procure the relevant a member of the Retained Vista Outdoor Group executes such documents and does such acts as may promptly as reasonably practicable. Any transfer pursuant to this Section 2.02 shall be reasonably necessary to procure the transfer of the title to such real property to a Group Company nominated treated by the Purchaser Parties for all purposes as soon if it had occurred immediately prior to the Distribution and such person were an Outdoor Products Employee or Vista Outdoor Employee, as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accountsapplicable, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then except (i) the recipient shall promptly provide to the payer a valid VAT invoice, as otherwise required by applicable Law and (ii) except where for purposes of any Liabilities incurred under a Welfare Plan of the reverse charge procedure appliesTransferor Group. In furtherance of the foregoing, the Group to which such Wrong Pockets Employee is transferred shall reimburse, indemnify and subject to hold harmless the provision Group from which such Wrong Pockets Employee is transferred (the “Transferor Group”) against all Employee Costs suffered or incurred by the Transferor Group in respect of such Wrong Pockets Employee. Any dispute arising under this Section 2.02 shall be resolved in the manner set forth in Section 11.01 of the Transition Services Agreement, mutatis mutandis; provided that any such Disputes (as defined in the Transition Services Agreement) shall instead be considered by a valid VAT invoice in accordance with (i), in addition to that payment representative designated by the payer shall pay to the recipient any VAT dueParty for purposes of resolving such Dispute.

Wrong Pockets. (1) 15.1 If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) Business Asset, or any Group Company owns any asset or right Intellectual Property which is not exclusively related to be the Business, has been transferred to, owned by or vested in a from any member of the Retained Seller Group in accordance with the Reorganisation Steps Plan or to any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request member of the Vendor (Purchaser Group under, or at the request of either party in the case of (b) above)as a result of, any Transaction Document, the Purchaser undertakes shall procure that such asset is transferred to the Seller (at the cost or such other member of the VendorSeller Group as the Seller may nominate) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each casefor no consideration (or, to the extent relating theretorequired under Applicable Law, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor nominal consideration) as soon as reasonably practicable and after becoming aware of the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value ownership of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employeeassets. (2) If at 15.2 Save as expressly provided in any time following CompletionTransaction Document, either party becomes aware that (a) if any member of the Retained Seller Group owns after Completion any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) Business Asset which in the 12 months prior to the date of this Agreement has should have been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Purchaser Group owns as a result of any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the PurchaserTransaction Document, the Vendor undertakes (at its own cost) to execute or Seller shall procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any that such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each caseis transferred to the Purchaser for no consideration (or, to the extent relating theretorequired under Applicable Law, or the reallocation for nominal consideration) as soon as practicable after becoming aware of the ownership of such assets. 15.3 Without prejudice to any other provisions of this Agreement, all moneys or other items belonging to any member of the Purchaser Group which are received by any member of the Seller Group on or after the Applicable Completion in connection with the relevant employeeportion of the Business or Business Assets shall be held in trust by the Seller for the Purchaser and shall be promptly paid over to the Purchaser, excluding any amounts received in respect of VAT for which any member of the Seller Group is required to account to a Tax Authority. 15.4 Without prejudice to any other provisions of this Agreement, all moneys or other items belonging to any member of the Seller Group Company nominated which are received by any member of the Purchaser Group on or after the Applicable Completion in connection with the relevant portion of the Business or Business Assets shall be held in trust by the Purchaser as soon as reasonably practicable for the Seller and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where promptly paid over to the value Seller, excluding any amounts received in respect of such asset is included in the Completion Accounts, at the value accounted VAT for in the Completion Accounts). (3) If at which any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Purchaser Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary is required to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property account to a Group Company nominated by the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expenseTax Authority. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

Wrong Pockets. (1) 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 Continuing Seller Group after the Relevant Completion or any member of the Continuing Seller Group has any interest in such Target Group Wrong Pocketed Assets, the Seller if required by the Buyer shall procure that the relevant member of the Continuing Seller Group shall: 16.1.1 execute or procure the execution of all deeds or documents as may be necessary for the purposes of transferring the Target Group Wrong Pocketed Assets or the relevant interests in them to the Buyer or at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (the Buyer’s direction a member of the Target Group; 16.1.2 do or procure to be done all further acts or things and procure the execution of all other than real property) documents as the Buyer may reasonably direct in order to vest the assets or right (including Intellectual Property Rights) which relevant interests in them in the 12 months prior 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 held on trust for the Buyer (to the date of this Agreement has been used predominantly extent permitted by any relevant law) until the transfer is validly effected to vest the asset or relevant interest in the business 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 Retained Group Wrong Pocketed Assets, the Buyer if required by the Seller shall procure that the relevant Buyer or member of the Target Group (as applicable) shall: 16.2.1 execute or procure the execution of all deeds or documents as may be necessary for the purposes of transferring the Retained Group Wrong Pocketed Assets or the relevant interests in them to the Seller or at the Seller’s direction to another member of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset ; 16.2.2 do or right which is procure to be transferred to, owned by done all further acts or vested things and procure the execution of all other documents as the Seller may reasonably direct in a member of order to vest the Retained Group assets or relevant interests in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party them in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; and 16.2.3 procure that the asset, or relevant interest in the Wrong Pocketed Assets, shall be held on trust for the Seller (c) any member of the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or permitted by any relevant law) until the reallocation of transfer is validly effected to vest the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included relevant interest in the Completion Accounts, at the value accounted for asset in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a Group Company nominated by the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expenseGroup. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

Wrong Pockets. (1) 18.1 If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior and to the date of this Agreement has been used predominantly extent that legal title to or beneficial interest in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or Transferred Asset remains vested in a any member of the Retained Selling Group in accordance with the Reorganisation Steps Plan after Completion or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Selling Group nominated by the Vendor after Completion has any interest in such Transferred Asset, then: (A) as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) after any member of the Retained Selling Group owns or, as the case may be, any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) Purchaser’s Group, becomes aware that a Transferred Asset is employed owned by a member of the Retained Group; or (c) any member of Selling Group after Completion, the Retained Group owns any asset or right which is to be transferred toSeller or, owned by or vested in a Group Company in accordance with as the Reorganisation Steps Plancase may be, then that party the Purchaser, shall notify the other party of that fact. ThereafterPurchaser or, at as the request of the Purchasercase may be, the Vendor undertakes Seller, that it has become so aware; (at its own costB) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (at the Vendor’s cost“Asset Transfer Price”) do all things reasonably necessary together with, against delivery of an appropriate VAT invoice, an amount equal to facilitate such a transfer or reallocation. In case any VAT for which the relevant member of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value the Selling Group (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property company which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Asset Transfer Price being made, the Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller; (D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller’s reasonable control, or it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall): (i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a “TSA Asset”); or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (ii) transfer to the Purchaser or a company nominated by the Vendor Purchaser a substantially equivalent asset to the relevant Transferred Asset (a “Substitute Asset”) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or (iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties; (E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and (F) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. 18.2 If, and to the extent that, legal title to or beneficial interest in any Excluded Asset is vested in any member of the Purchaser’s Group after Completion or any member of the Purchaser’s Group after Completion has any interest in such Excluded Asset, then: (A) as soon as reasonably practicable and after any member of the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where Purchaser’s Group or, as the value case may be, any member of such real property is included in the Completion AccountsSelling Group, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which such Excluded Asset is used for the purposes of the Group at the date of this Agreement is vested in owned by a member of the Retained GroupPurchaser’s Group after Completion, then that party the Purchaser or, as the case may be, the Seller, shall notify the other party of that fact. ThereafterSeller or, at as the request of case may be, the Purchaser, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Vendor undertakes Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall procure that such Excluded Asset is transferred to the Seller or a company nominated by the Seller for consideration in cash equal the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (at the cost “Excluded Asset Transfer Price”) together with, against delivery of the Vendor) an appropriate VAT invoice, an amount equal to execute or procure any VAT for which the relevant member of the Retained Purchaser’s Group executes such documents and does such acts as may be reasonably necessary to procure the transfer (or any company which is a member of the title same group for VAT purposes as the relevant member of the Purchaser’s Group) is required to account in respect of such real property to a Group Company transfer and the Seller shall, or shall procure that the nominated by company shall, accept such transfer and pay such amounts; (C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. amount in respect of VAT duepaid pursuant to sub-clause 14.2(B) for which neither the Seller nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Seller or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Seller acting in good faith certified by the Seller in writing to the Purchaser; (D) the Seller shall provide such assistance to the Purchaser as the Purchaser may reasonably require to enable it to carry out its obligations under this sub-clause 18.2; and (E) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.2 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group.

Wrong Pockets. (114.1 Without limiting sub-Clause 17.6(B)(i) If at or sub-Clause 17.7(C), all payments from third parties which are received by the Seller or any time following other member of the GSK Group on or after Completion, either party becomes aware that to the extent to which they relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement and which do not constitute Excluded Assets shall be promptly paid over (aand in any event within 10 Business Days of such receipt) to the Purchaser (or to such other member of the Purchaser’s Group as the Purchaser may nominate) and, pending such payment, shall be held in trust (or procured to be held in trust) by the Seller or the applicable member of the GSK Group for the Purchaser (or such other member of the Purchaser’s Group as the Purchaser may nominate). 14.2 All payments from third parties which are received by the Purchaser or by any other member of the Purchaser’s Group on or after Completion, to the extent to which they relate to (i) one or more of the remaining businesses or assets of the GSK Group or (ii) any assets or liabilities of the GSK Group Company owns which did not form part of the Business Assets or the Assumed Liabilities (including, notwithstanding the provisions of Clauses 21.1 and 21.2, any money or items received by any member of the Purchaser’s Group in respect of the Receivables or which constitute Excluded Assets) shall be promptly paid over (and in any event within 10 Business Days of such receipt) to the Seller (or to such other member of the GSK Group as the Seller may nominate) and, pending such payment, shall be held in trust (or procured to be held in trust) by the Purchaser or the applicable member of the Purchaser’s Group for the Seller (or such other member of the GSK Group as the Seller may nominate). 14.3 Without prejudice to any other provision of this Agreement, the parties agree that they do not intend for members of the Purchaser’s Group after Completion to be vested with, or otherwise to have under their possession or control, any property or asset (other than real property) tangible or right (intangible and including any rights pursuant to any contracts, arrangements and undertakings including, without limitation, any licences of Intellectual Property Rightsor know-how, but otherwise excluding Intellectual Property and know-how) which was, in the 12 twenty-four (24) months prior to the date of this Agreement has been Completion Date, used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or vested in a member of the Retained GSK Group other than exclusively in accordance with relation to the Reorganisation Steps Plan Business (“Non-Business Assets”). 14.4 Without prejudice to any restriction or limitation on the extent of any New Spectrumparty’s obligations under this Agreement or to the provisions of Clause 26, if, after Completion, any party to this Agreement shall become aware that any Non-Business Asset is vested in, or otherwise under the possession or control of any member of the Purchaser’s Group, then that party shall notify the other party transfer of that fact. ThereafterNon-Business Asset shall be regarded as void ab initio and the Purchaser shall, at the request or shall procure that any other relevant member of the Vendor (Purchaser’s Group will, do or at procure the request doing of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to all such acts and/or execute or procure the relevant Group Company executes execution of all such documents and does such acts as may be in a form reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, satisfactory to the extent relating theretoSeller to vest such property or asset in, or and transfer the reallocation possession and control of the relevant employeesame to, to the Seller or a member of the Retained Group company nominated by the Vendor Seller as soon as reasonably practicable and after so becoming aware. 14.5 Any property or asset transferred to the Vendor shall do all things reasonably necessary Seller or to facilitate such a transfer or reallocation. In case any other member of transfer of any asset, right or liability, such asset, right or liability the GSK Group pursuant to Clause 14.4 shall be transferred at its nominal value (or where for an amount equal to the market value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) any member of the Retained Group owns any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) asset, which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Group owns any asset or right which is to amount shall be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable and the Purchaser shall Seller (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case on behalf of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which is used for the purposes of the Group at the date of this Agreement is vested in a member of the Retained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at the cost of the Vendor) to execute or procure the relevant member of the Retained Group executes such documents and does such acts GSK Group, as the case may be reasonably necessary be) to procure the Purchaser on the date of transfer of the title to such real property to a Group Company nominated or asset and, at the same time, an equal and upwards adjustment shall be made by the Purchaser to the Seller as soon as reasonably practicable an adjustment to the consideration payable by the Purchaser under this Agreement and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property amounts so payable shall be transferred at set off such that no consideration (or where the value of such real property is included funds shall flow in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition relation to that payment PROVIDED THAT the payer Seller shall indemnify the Purchaser (or the relevant member of the Purchaser’s Group, as the case may be) in full in respect of any Tax which the Purchaser (or the relevant member of the Purchaser’s Group, as the case may be) is liable to pay as a result of the transfer and/or the upward adjustment of the consideration which would not otherwise been liable to pay but for the recipient any VAT duetransfer and/or the upward adjustment of the consideration.

Wrong Pockets. (1) 18.1 If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the 12 months prior and to the date of this Agreement has been used predominantly extent that legal title to or beneficial interest in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or Transferred Asset remains vested in a any member of the Retained Selling Group in accordance with the Reorganisation Steps Plan after Completion or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a member of the Retained Selling Group nominated by the Vendor after Completion has any interest in such Transferred Asset, then: (A) as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or *** Confidential Treatment Requested reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that (a) after any member of the Retained Selling Group owns or, as the case may be, any asset (other than real property or any New Spectrum) or right (including Intellectual Property Rights but excluding the Assigned IPR) which in the 12 months prior to the date of this Agreement has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to a member of the Retained Group in accordance with the Employee Journeys Document) Purchaser’s Group, becomes aware that a Transferred Asset is employed owned by a member of the Retained Group; or (c) any member of Selling Group after Completion, the Retained Group owns any asset or right which is to be transferred toSeller or, owned by or vested in a Group Company in accordance with as the Reorganisation Steps Plancase may be, then that party the Purchaser, shall notify the other party of that fact. ThereafterPurchaser or, at as the request of the Purchasercase may be, the Vendor undertakes Seller, that it has become so aware; (at its own costB) to execute or procure the relevant Retained Group company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable following such notice being given, and following consultation between the Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Seller shall procure that such Transferred Asset is transferred to the Purchaser or a company nominated by the Purchaser for consideration in cash equal to the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (at the Vendor’s cost“Asset Transfer Price”) do all things reasonably necessary together with, against delivery of an appropriate VAT invoice, an amount equal to facilitate such a transfer or reallocation. In case any VAT for which the relevant member of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value the Selling Group (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). (3) If at any time after Completion, either party becomes aware that any real property company which is not listed in Schedule 15 and is not used for the purposes of the Group at the date of this Agreement is vested in the Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained same group for VAT purposes as the relevant member of the Selling Group) is required to account in respect of such transfer and the Purchaser shall, or shall procure that the nominated company shall, accept such transfer and pay such amounts; (C) upon payment of the Asset Transfer Price being made, the Seller shall pay to the Purchaser (as a repayment of and adjustment to the Cash Consideration) an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT paid pursuant to sub-clause 14.1(B) for which neither the Purchaser nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Purchaser or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Purchaser acting in good faith certified by the Purchaser in writing to the Seller; [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (D) if the transfer contemplated by sub-clause 18.1(B) above is not possible for any reason beyond the Seller’s reasonable control, or it is agreed between the Seller and the Purchaser that such transfer is not the most appropriate course of action, as an alternative the Seller shall (or shall procure that a member of the Selling Group shall): (i) make the relevant Transferred Asset (or a substantially equivalent asset to such Transferred Asset) available to the Purchaser pursuant to the terms of the TSA for a period ending on or before the date which is twenty-four (24) months from the Completion Date (and such asset will become a “TSA Asset”); or (ii) transfer to the Purchaser or a company nominated by the Vendor Purchaser a substantially equivalent asset to the relevant Transferred Asset (a “Substitute Asset”) for the consideration that would be paid under sub-clause 18.1(B) for such Substitute Asset as if it were a Transferred Asset, whereupon the adjustment to the Cash Consideration pursuant to sub-clause 18.1(C) will be made; or (iii) take such other action as may be agreed between the parties to ensure a fair allocation of assets between the parties; (E) the Purchaser shall provide such assistance to the Seller as the Seller may reasonably require to enable the Seller to carry out its obligations under this sub-clause 18.1; and (F) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.1 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. 18.2 If, and to the extent that, legal title to or beneficial interest in any Excluded Asset is vested in any member of the Purchaser’s Group after Completion or any member of the Purchaser’s Group after Completion has any interest in such Excluded Asset, then: (A) as soon as reasonably practicable and after any member of the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where Purchaser’s Group or, as the value case may be, any member of such real property is included in the Completion AccountsSelling Group, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after Completion, either party becomes aware that any real property which such Excluded Asset is used for the purposes of the Group at the date of this Agreement is vested in owned by a member of the Retained GroupPurchaser’s Group after Completion, then that party the Purchaser or, as the case may be, the Seller, shall notify the other party of that fact. ThereafterSeller or, at as the request of case may be, the Purchaser, that it has become so aware; (B) as soon as reasonably practicable following such notice being given, and following consultation between the Vendor undertakes Seller and the Purchaser as to the most appropriate course of action to ensure a fair allocation of assets between the parties, the Purchaser shall procure that such Excluded Asset is transferred to the Seller or a company nominated by the Seller for consideration in cash equal the amount that two independent enterprises acting at arm’s length would agree as the consideration in money for such transfer but excluding amounts in respect of VAT (at the cost “Excluded Asset Transfer Price”) together with, against delivery of the Vendor) an appropriate VAT invoice, an amount equal to execute or procure any VAT for which the relevant member of the Retained Purchaser’s Group executes such documents and does such acts as may be reasonably necessary to procure the transfer (or any company which is a member of the title same group for VAT purposes as the relevant member of the Purchaser’s Group) is required to account in respect of such real property to a Group Company transfer and the Seller shall, or shall procure that the nominated by company shall, accept such transfer and pay such amounts; (C) upon payment of the Excluded Asset Transfer Price being made, the Purchaser as soon as reasonably practicable and the *** Confidential Treatment Requested Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or real property shall be held by the relevant party as agent of and trustee for the other party. (6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall promptly provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient Seller by way of adjustment to the Cash Consideration an amount equal to the Asset Transfer Price together with an amount equal to any amount in respect of VAT duepaid pursuant to sub-clause 14.2(B) for which neither the Seller nor the relevant nominated company nor any company which is a member of the same group for VAT purposes as the Seller or, as the case may be, the relevant nominated company is entitled to credit as input tax, as determined by the Seller acting in good faith certified by the Seller in writing to the Purchaser; (D) the Seller shall provide such assistance to the Purchaser as the Purchaser may reasonably require to enable it to carry out its obligations under this sub-clause 18.2; and (E) the parties will co-operate in good faith to ensure that, to the extent possible, the provisions of this sub-clause 18.2 are implemented in a way which results in the net settlement of payments as between members of the Selling Group and the Purchaser’s Group. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.