Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. (a) If, after the Closing, Buyer or Seller identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shall, or shall cause one of the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3.

Wrong Pockets. (a) If, after During the six (6) month period following the Closing, if either the Buyer or Seller identifies any Selling Entity becomes aware that any right, property or asset forming part of the Purchased Asset that inadvertently was Assets has not previously been transferred to the Buyer or that would be required to be any right, property or asset forming part of the Excluded Assets has been transferred to Buyer in order to comply with Section 2.01the Buyer, then Seller such Party shall promptly notify the other Party and the Parties shall, or shall cause one of the Companies toas soon as reasonably practicable thereafter, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide cause such right, property or asset (and any related Liability) to be transferred at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior consent, to (i) the Buyer, in the case of any right, property or asset forming part of the Purchased Assets which was not transferred to the Buyer at or in connection with the Closing, or (ii) the applicable Selling Entity, in the case of any right, property or asset not forming part of the Excluded Assets which was transferred to the Buyer at the Closing. (b) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates receives any (i) funds or property that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other partyParty pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such funds or property to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or property, whether in connection with a dispute under this Agreement or any other Transaction Document or otherwise) or (ii) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document that is, in the reasonable determination of the receiving Party, intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any other Transaction Document, the receiving Party shall promptly use commercially reasonable efforts to (A) notify and (B) forward such document or property to, the other Party. (c) From and after the Closing, if either the Buyer or any Selling Entity or any of their respective Affiliates pays any amount to any third party in satisfaction of any Liability of the other Party pursuant to the terms of this Agreement or any other Transaction Document, (i) the paying Party shall promptly notify the other Party of such payment and (ii) to the extent possible, with access the paying Party is not obligated to make such payment pursuant to the relevant information terms of this Agreement or any other Transaction Document, the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a manner that would not reasonably be expected to result in dispute under this Agreement or any such waiver) other Transaction Document or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided pursuant to this Section 7.06(botherwise), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3.

Wrong Pockets. (a) IfTo the extent that, after the Closing, Buyer or Seller identifies any Purchased Asset that inadvertently was not previously transferred from time to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shall, or shall cause one of the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and time after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoingAcquiror, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller Shareholder or any of their Affiliates identify any assets or liabilities related to the Business that are in the possession of the Shareholder or its Affiliates with respect Affiliates, the Shareholder shall or shall cause the applicable entity to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide locate such items and take such action as is necessary to put Acquiror in actual possession thereof. Until such time, the Shareholder or the applicable Affiliate of the Shareholder shall hold the applicable asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror, and manage and operate such asset(s) and/or liability(ies), as applicable, for the benefit and account of Acquiror with all gains, income, Losses or other partyitems generated to be for the account of Acquiror. (b) To the extent that, from time to time after the Closing Date, Acquiror, the Shareholder or any of their Affiliates identify any assets or liabilities not related to the extent possibleBusiness or that otherwise is used or held for use in the business of the Shareholder (provided that it is not the Restricted Business) that are in the possession of Acquiror or any Affiliate of Acquiror, with access Acquiror shall or shall cause the applicable entity to use commercially reasonable efforts to locate such items and take such action as is necessary to put the relevant information Shareholder in a manner that would not reasonably be expected to result in any actual possession thereof. Until such waivertime, Acquiror or the applicable Affiliate of Acquiror shall hold the applicable asset(s) or liability(ties) (iiiincluding any gains, income, Losses or other items generated therefrom), as applicable, for the benefit and account of the Shareholder, and shall take commercially reasonable steps to protect and preserve any Confidential Information contained in such asset(s) the violation of Applicable Law. Neither Seller nor or liability(ties). (c) If any of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided transfer is made pursuant to this Section 7.06(b)5.16, and Buyer may not rely on the accuracy or completeness no consideration shall be provided to any Person in respect of such information, transfer. The parties shall use reasonable best efforts to structure such transfer in each case other than as expressly set forth in Seller’s representations an equitable manner for both parties including from legal and warranties set forth in Article 3Tax perspectives with a view to ensuring that from an economic standpoint the relevant transfer is neutral for the parties.

Wrong Pockets. From and after the Closing: (a) IfIf either the Purchaser or the Seller becomes aware that any of the Transferred Assets have not been transferred to the Purchaser or that any of the Excluded Assets have been transferred to the Purchaser (each such asset, after a “Held Asset”), it shall promptly notify the other Party in writing and the Parties shall, as soon as reasonably practicable, ensure that such Held Asset is assigned and transferred (with all rights, title and interest in such Held Asset), with any necessary prior Third Party consent or approval, to (i) the Purchaser, in the case of any Transferred Asset which was not transferred to the Purchaser at the Closing; or (ii) the Seller, in the case of any Excluded Asset which was transferred to the Purchaser at the Closing, Buyer in all cases without delivery of any [**] therefor. Pending such transfer, the Purchaser or the Seller identifies any Purchased (as applicable) shall (A) hold in trust or similar arrangement such Held Asset that inadvertently was not previously transferred and provide to Buyer the Purchaser or that would be required the Seller (as applicable) or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (B) cause such Held Asset to be transferred used or retained as may be reasonably instructed by the Purchaser of the Seller (as applicable); provided, that neither Party or any of its respective Affiliates shall be obligated to Buyer pay (or cause to be paid) (x) fees, costs or expenses in order connection with such arrangements (other than immaterial administrative or legal costs and expenses) or (y) any [**] with respect to comply with Section 2.01, then such arrangements. (b) The Seller shall, or shall cause its applicable Affiliates to, promptly forward to the Purchaser (i) any payment which per the terms of this Agreement belongs to the Purchaser or one of its Affiliates that is received by the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, Seller or one of its Affiliates after the Closing, Buyer Closing and (ii) copies of any communications received by the Seller or Seller identifies any Excluded Asset that inadvertently was transferred one of its Affiliates after the Closing from a customer or other business partner to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer extent related to the Transferred Assets. (c) The Purchaser shall, or shall cause its applicable Affiliates to, promptly forward to the Seller (i) any payment which per the terms of this Agreement belongs to the Seller or one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and that is received by the Purchaser or one of its Affiliates after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties heretoii) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure copies of any Trade Secrets communications received by the Purchaser or the violation of any obligations of Seller or any one of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain after the consent of such third party to such inspection Closing from a customer or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, business partner to the extent possible, with access related to the relevant information in a manner that would not reasonably be expected to result in any such waiver) Seller or (iii) the violation of Applicable Law. Neither Seller nor any one of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3Affiliates.

Wrong Pockets. (a) If, after the ClosingClosing Date, Buyer Seller or Seller identifies its Affiliates finds that it has retained or received any Purchased Asset funds, assets, property or rights that inadvertently was not previously should have been transferred to Buyer the Acquired Companies as a result of the Reorganization or that would be required to be transferred to Buyer in order to comply with Section 2.01otherwise (the “Other Assets”), then Seller shall, or shall cause one of the Companies its Affiliates to, remit or transfer any such Purchased Asset Other Assets promptly to Buyer for no additional considerationor its Affiliate. If, after the ClosingClosing Date, Buyer or Seller identifies its Affiliates finds that it has been transferred, or has received, any Excluded Asset that inadvertently was transferred to Buyer funds, assets, property or rights that should have been excluded from retained by the Purchased Assets in accordance with Section 2.02Retained Business (the “Misplaced Assets”), then Buyer shall, or shall cause one of its Affiliates to, remit or transfer any such Excluded Asset Misplaced Assets promptly to Seller or its Affiliate. Without limiting the generality of the foregoing, with respect to any Misplaced Asset or Other Asset, the Parties shall, and shall cause their respective Affiliates to, (i) execute all such agreements, deeds or other documents as may be necessary for no additional consideration. the purposes of transferring, assigning and conveying such Misplaced Assets (aor part thereof) On or Other Assets (or part thereof), as applicable, or the relevant interests in them to the other Party, (ii) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning, and after conveying such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as applicable or the Closing Daterelevant interests in them to the other Party, Seller will afford promptly (iii) complete all such further acts or things as the other Party may reasonably direct in order to Buyer transfer, assign, and convey such Misplaced Assets (or parts thereof) or Other Assets (or part thereof), as applicable, or the relevant interests in them to the other Party, (iv) hold such Misplaced Assets (or part thereof) or Other Assets (or part thereof), as applicable, or relevant interest in such Misplaced Assets or Other Assets, as applicable, in trust for the other Party (to the extent permitted by applicable Law) until such time as the transfer is validly effected to vest the asset (or part thereof) or relevant interest in such Misplaced Asset or Other Asset, as applicable, to the other Party, and (v) until such time as such Misplaced Asset or Other Asset, as applicable, is transferred to the appropriate Party, comply with all applicable covenants and obligations with respect to any such Misplaced Assets or Other Assets, as applicable, held by it, including the payment of any costs and expenses in connection therewith, which shall be performed by such Party or its agents reasonable access to its books of applicable Affiliate for the other Party’s account, financial and such other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that Party shall promptly reimburse such party for any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and costs, expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3payments.

Wrong Pockets. To the extent that, during the two (2)-year period following the Closing Date, Purchaser, the Transferred Companies, Parent or any of their respective Affiliates discover (a) If, after the Closing, Buyer any asset (other than Excluded IP) or Seller identifies any Purchased Asset liability owned or held by Parent or its controlled Affiliates that inadvertently was not previously transferred to Buyer owned or that would be required to be transferred to Buyer held by the Transferred Companies at the Closing but was primarily used in order to comply with Section 2.01the Business, then Seller Parent shall, or and shall cause one of the Companies its controlled Affiliates to, promptly assign and transfer all right, title and interest in such Purchased Asset assets or liabilities owned or held by Parent or its controlled Affiliates to Buyer the Transferred Companies or a designated assignee and the Transferred Companies and Purchaser shall promptly assume any such liabilities, for no additional consideration. If, after and in the Closingcase any such asset or liability requires notice or approval in connection with the transfer of such asset or liability, Buyer Parent or Seller identifies any Excluded Asset that inadvertently was transferred its controlled Affiliates, as applicable, shall use reasonable best efforts to Buyer make or that should obtain such notice or approval and hold such assets in trust for the Transferred Companies (to the extent permitted by Law) until such time as the required notices or approvals have been excluded from made or obtained; provided, that, none of Parent, Purchaser, the Purchased Assets Transferred Companies or any of their respective controlled Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party in accordance with Section 2.02, then Buyer shallconsideration therewith, or (b) any asset or liability owned or held by Purchaser or the Transferred Companies or any of their respective controlled Affiliates that was owned or held by the Transferred Companies at the Closing but was primarily used in the business of Parent and its controlled Affiliates other than the Business, Purchaser shall and shall cause one of its the Transferred Companies and their respective controlled Affiliates to, promptly assign and transfer all right, title and interest in any such Excluded Asset asset or liability owned or held by Purchaser, the Transferred Companies or their respective controlled Affiliates to Seller Parent or its designated assignee, and Parent shall promptly assume any such liabilities, for no additional consideration. (a) On , and after in the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that case any such access by Buyer shall not unreasonably interfere with the conduct of the business asset or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred liability requires notice or approval in connection with the foregoing. Notwithstanding the foregoingtransfer of such asset or liability, the auditors and independent accountants of Seller Purchaser or its Affiliates controlled Affiliate(s), as applicable, shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used use reasonable best efforts to make or obtain the consent of such third party to notice or approval and hold such inspection or disclosure, assets in trust for Parent (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possiblepermitted by Law) until such time as the required notices or approvals have been made or obtained; provided, with access to that, none of Parent, Purchaser, the relevant information in a manner that would not reasonably be expected to result in any such waiver) Transferred Companies or (iii) the violation of Applicable Law. Neither Seller nor any of its their respective controlled Affiliates makes shall be required to commence any representation litigation or warranty as offer or pay any money or otherwise grant any accommodation (financial or otherwise) to the accuracy or completeness of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, third party in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3consideration therewith.

Wrong Pockets. (a) If, after during the one (1)-year period following the Closing, Buyer or Seller identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shall, or shall cause one of the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller Company or any of its Affiliates or Indigo or any of its Affiliates discovers that any assets, properties, rights, titles or interests exclusively (except in any de minimis respects) relating to the Retained Business, whether tangible or intangible, real or personal, or any Excluded Liability, has been either retained by the Company or any of its Subsidiaries, or transferred by Indigo or one of its Affiliates to the Company or one of its Subsidiaries in connection with respect the transactions contemplated hereby, then (i) the Company shall, and shall cause its applicable Subsidiaries to: (x) promptly cease using such assets, properties, rights, titles or interests (except to confidentiality if the extent expressly permitted under any of the Ancillary Agreements or otherwise necessary to satisfy its obligations hereunder); and (y) at Indigo’s sole cost and expense, reasonably cooperate with Indigo and any designee of Indigo to transfer or assign such assets, properties, rights, titles, interests and Excluded Liabilities to Indigo (or its designee) and (ii) Indigo or its designee shall promptly acquire and accept such assets, properties, rights, titles and interests and assume such Excluded Liabilities, in each case of (i) and (ii), and the Company Group and Indigo shall execute such documents and instruments, as applicable and reasonably necessary, to transfer such assets, properties, rights, titles or interests to Indigo (or its designee(s)) effective as of the Closing Date. (b) If, during the one (1)-year period following the Closing, Indigo or any of its Affiliates or the Company or any of its Affiliates discovers that any assets, properties, rights, titles or interests exclusively (except in any de minimis respects) relating to the Business, whether tangible or intangible, real or personal, or any Company Liability, has been either retained by Indigo or any of its Affiliates, or transferred by any member of the Company Group to Indigo or one of its Affiliates in connection with the transactions contemplated hereby, then (i) Indigo shall, and shall cause its applicable Affiliates to: (x) promptly cease using such assets, properties, rights, titles or interests (except to the extent expressly permitted under any of the Ancillary Agreements); and (y) at its sole cost and expense, reasonably cooperate with the Company and any designee of the Company to transfer or assign such assets, properties, rights, titles or interests to the Company (or its designee) and (ii) the Company or its designee shall acquire and accept such assets, properties, rights, titles or interests, in each case of (i) and (ii), with no requirement of additional consideration to the fullest extent permitted by Applicable Law and execute and deliver any amendments or supplements to the Ancillary Agreements, Company Disclosure Schedule, or the Seller shall have used Disclosure Schedule, as applicable and reasonably necessary, to transfer such assets, properties, rights, titles or interests to the Company (or its designee(s)) effective as of the Closing Date. (c) The Parties agree to use reasonable best efforts to obtain the consent structure any transfer or assignment of such third party assets, properties, rights, titles or interests, whether tangible or intangible, real or personal, or assumption of Excluded Liabilities, referred to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in this Section 6.16 in a manner that would not reasonably be expected minimizes Taxes and is equitable from a legal perspective for the Parties and the Company Group; provided, that, until the date that is one year following the Closing, the Sellers shall bear all costs and expenses related to result in the actions contemplated by this Section 6.16 (including the payment or reimbursement of any such waiver) and all Liabilities incurred or (iii) suffered by the violation of Applicable Law. Neither Seller nor any of Company Group and its Affiliates makes any representation in connection with such actions or warranty as in connection with the receipt of such payment or reimbursement) and following such period, each Party shall bear its own costs and expenses related to the accuracy or completeness of any information provided pursuant to actions contemplated by this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 36.16.

Wrong Pockets. (a) If, In the event that at any time or from time to time after the Closing, Buyer or any of its Affiliates, including the PSI Subsidiaries, is in possession of (i) any funds (including any refund or other amount relating to claims (including workers’ compensation), litigation, insurance or other matters) that is properly due, deliverable or owing to any Seller identifies or any Purchased Asset that inadvertently was not previously transferred to Non-PSI Subsidiary or (ii) Excluded Assets, Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller shallshall promptly transfer, or shall cause one its applicable Affiliate to transfer, such funds or Excluded Assets to Seller Parent (or an applicable Affiliate of the Companies toSeller Parent), transfer such Purchased Asset to Buyer for no additional considerationconsideration and net of Buyer’s reasonable out-of-pocket costs to effectuate such transfer. IfPrior to any such transfer, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one its applicable Affiliate to, preserve the value of and hold in trust for the use and benefit of Seller Parent such funds and assets and provide to Seller Parent or its nominated Affiliate all of the benefits arising from such funds and assets and otherwise cause such funds and assets to be used as reasonably instructed by Seller Parent. The provisions of this Section 5.05(a) shall not apply to Tax refunds, Tax assets, or other items in respect of Taxes. (b) In the event that at any time or from time to time after the Closing, Seller Parent or any of its Affiliates toAffiliates, transfer including the Non-PSI Subsidiaries, is in possession of (i) any funds (including any refund or other amount relating to claims (including workers’ compensation), litigation, insurance or other matters) that is properly due, deliverable or owing to Buyer or any PSI Subsidiary or (ii) Purchased Assets, Seller Parent shall promptly transfer, or cause its applicable Affiliate to transfer, such Excluded Asset funds and/or assets to Seller Buyer (or an applicable Affiliate of Buyer), for no additional consideration. (a) On consideration and after the Closing Date, net of Seller will afford promptly to Buyer and its agents Parent’s reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs to effectuate such transfer. Prior to any such transfer, Seller Parent shall, or shall cause its applicable Affiliate to, preserve the value of and expenses (including attorneys’ fees, but excluding reimbursement hold in trust for general overhead, salaries the use and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors benefit of Buyer such funds and independent accountants of Seller assets and provide to Buyer or its Affiliates nominated Affiliate all of the benefits arising from such funds and assets and otherwise cause such funds and assets to be used as reasonably instructed by Buyer. The provisions of this Section 5.05(b) shall not be obligated apply to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspectionTax refunds, Tax assets, or to disclose any informationother items in respect of Taxes. (c) If, that could reasonably be expected to result in following the Closing: (i) the disclosure Sellers or their respective Affiliates make any payment or discharge of any Trade Secrets an Assumed Liability, the Buyer shall (or the violation of any obligations of shall procure that its relevant Affiliate shall) reimburse such Seller or any its relevant Affiliate within ten (10) Business Days of its Affiliates receipt of a demand (together with respect to confidentiality if Seller shall have used reasonable best efforts to obtain evidence of the consent of relevant payment or discharge) for such third party to such inspection payment or disclosure, discharge; or (ii) the waiver Buyer or its Affiliates make any payment or discharge of any attorney-client privilege an Excluded Liability, the Buyer shall (provided or shall procure that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, its relevant Affiliate shall) reimburse Seller Parent or its relevant Affiliate within ten (10) Business Days of receipt of a demand (together with access to evidence of the relevant information payment or discharge) for such payment or discharge, and in a manner that would each case such payment shall not reasonably be expected to result in any such waiver) or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as further adjustment to the accuracy or completeness of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3Purchase Price.

Wrong Pockets. (a) If, at any time after the Closing, Buyer Seller or Seller identifies any Purchased of its Affiliates (i) receives any funds (including any refund or other amount relating to any claim (in respect of workers’ compensation, litigation, insurance or otherwise)) arising from the Business, (ii) owns or is in possession of any Local Transferred Asset, Specified Asset that inadvertently was not previously transferred or any other asset (including Intellectual Property) primarily used or held for use in the conduct of the Business (excluding any Excluded Asset) or (iii) remains subject to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01any Assumed Liabilities, then Seller shall promptly transfer or assign, or cause its applicable Affiliate to transfer or assign, such funds, assets or Liabilities to the Company or its designated Affiliate (and the Company or its designated Affiliate shall accept any such funds or assets and irrevocably assume any such Liabilities), for no additional consideration, and the Company shall reimburse Seller for reasonable out-of-pocket costs incurred by Seller or any of its Affiliates to effect such transfer or assignment or fulfill its obligation pursuant to the following sentence, if applicable. Until the transfer of any such funds or assets are effected, Seller shall, or shall cause one its applicable Affiliate to, preserve the value of, and hold in trust for the use and benefit of, the Company or its designated Affiliate, such funds or assets and provide to the Company or its designated Affiliate all of the Companies tobenefits arising from such funds or assets and otherwise cause such funds or assets to be used as reasonably instructed by the Company or its designated Affiliate. (b) If, at any time after the Closing, Purchaser or any of its Affiliates (including the Company Group) (i) receives any funds (including any refund or other amount relating to any claim (in respect of workers’ compensation, litigation, insurance or otherwise)) arising from the Retained Business, (ii) owns or is in possession of any Excluded Asset or any other asset (including Intellectual Property) primarily used or held for use in the conduct of the Retained Business (excluding any Specified Asset) or (iii) remains subject to any Retained Liabilities, then Purchaser shall promptly transfer or assign, or cause its applicable Affiliate to transfer or assign, such Purchased Asset funds, assets or Liabilities to Buyer Seller or its designated Affiliate (and Seller or its designated Affiliate shall accept any such funds or assets and irrevocably assume any such Liabilities), for no additional consideration. If, after the Closing, Buyer or and Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller reimburse Purchaser for no additional consideration. (a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller by Purchaser or any of its Affiliates with respect to confidentiality effect such transfer or assignment or fulfill its obligation pursuant to the following sentence, if Seller shall have used reasonable best efforts to obtain applicable. Until the consent of such third party to such inspection or disclosure, (ii) the waiver transfer of any attorney-client privilege (provided that such funds or assets are effected, Purchaser shall, or shall cause its applicable Affiliate to, preserve the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided pursuant to this Section 7.06(b)value of, and Buyer may not rely on hold in trust for the accuracy use and benefit of, Seller or completeness its designated Affiliate, such funds or assets and provide to Seller or its designated Affiliate all of the benefits arising from such information, in each case other than funds or assets and otherwise cause such funds or assets to be used as expressly set forth in Seller’s representations and warranties set forth in Article 3reasonably instructed by Seller or its designated Affiliate.

Wrong Pockets. (a) If, after within two years following the Closing Date: (i) the Parent or any of its Affiliates shall receive or otherwise possess any Asset (or any asset to which Parent or any of its Subsidiaries (other than the Seller) owns or has any right, title or interest to as of the Closing that would have been an Asset to the extent owned or held by the Seller as of the Closing) or any Assumed Liability, Buyer or Seller identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or that would be required to be transferred to Buyer in order to comply with Section 2.01, then Seller the Parent shall, or shall cause one of the Companies its applicable Affiliate to, subject to Section 6.04, as soon as reasonably practicable, execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as the Buyer may reasonably request, as may be necessary or advisable to effect or evidence the transfer of any such Purchased Asset asset or Assumed Liability to the Buyer and its Affiliates (or to any Person as directed by the Buyer), and the Buyer or such designated Person shall accept such asset or assume such Assumed Liability (for no additional consideration). If, after the Closing, Buyer or Seller identifies Prior to any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets such transfer in accordance with this Section 2.026.09(a)(i), then the Parent shall, or shall cause its applicable Affiliate to, subject to Section 6.04, hold such asset or Assumed Liability in trust for the use and benefit and burden of the Buyer; or (ii) the Buyer or any of its Affiliates shall receive or otherwise possess any Retained Asset or any Retained Liability, Buyer shall, or shall cause one its applicable Affiliate to as soon as reasonably practicable execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as the Seller may reasonably request, as may be necessary or advisable to effect or evidence the transfer of any such Retained Asset or Retained Liability to the Seller and its Affiliates (or to any Person as directed by the Seller) and the Seller or such designated Person shall accept such Retained Asset or assume such Retained Liability (for no additional consideration). Prior to any such transfer in accordance with this Section 6.09(a)(ii), the Buyer shall, or shall cause its applicable Affiliate to, hold such Retained Asset or Retained Liability in trust for the use and benefit and burden of Seller. (b) Without limiting the foregoing, from and after Closing, (a) the Parent shall, and shall cause its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating pay over to the Business; provided that Buyer any such access amounts received by Buyer shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller Parent or any of its Affiliates with in respect of the Assets (or any asset to confidentiality if Seller shall which Parent or any of its Subsidiaries (other than the Seller) owns or has any right, title or interest to as of the Closing #93878383v22 that would have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, been an Asset to the extent possibleowned or held by the Seller as of the Closing) or in respect of which the Buyer is otherwise entitled to under this Agreement, with access including any amounts received in respect of Accounts Receivables included in the Assets or in respect of any Inventory sold by the Acquired Business after the Closing to the relevant information extent included in a manner that would not reasonably be expected to result in any such waiver) or the calculation of Final Net Working Capital and (iiib) the violation of Applicable Law. Neither Buyer shall, and shall cause its Affiliates to, promptly pay over to the Seller nor any amounts received by the Buyer or any of its Affiliates makes any representation in respect of the Retained Assets or warranty as in respect of which the Seller is otherwise entitled to under this Agreement. (c) Any Confidential Information inadvertently transferred to, or retained by, a Party shall remain subject to the accuracy or completeness confidentiality obligations of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 36.02.

Wrong Pockets. (a) If, at any time during the twelve (12) months after the Closing, Buyer any member of the Seller Group is in possession of (i) any funds (including any refund or Seller identifies other amount relating to any Purchased Asset that inadvertently was claim (in respect of workers’ compensation, litigation, insurance or otherwise)) arising from the Business or (ii) any asset primarily used or held for use in the conduct of the Business, including any funds or assets incorrectly not previously transferred to Buyer Purchaser at the Closing, then such member of the Seller Group shall promptly transfer such funds or that would be required asset to the Company or its designated Affiliate, for no additional cost or consideration. Until such transfer is effected, such member of the Seller Group shall preserve the value of, and hold in trust for the sole use and benefit of the Company or its designated Affiliate, such funds or asset and provide to the Company or its designated Affiliate all of the benefits arising from such funds or asset and otherwise cause such funds or asset to be transferred used as reasonably instructed by the Company or its designated Affiliate. (b) If, at any time during the twelve (12) months after the Closing, Purchaser or any of its Affiliates (including the Company Group) is in possession of (i) any funds (including any refund or other amount relating to Buyer any claim (in order respect of workers’ compensation, litigation, insurance or otherwise)) arising from any business of the Seller Group other than the Business (excluding any funds that were included in Cash or Working Capital as finally determined pursuant to comply with Section 2.011.04), (ii) any asset (excluding Intellectual Property) used or held for use in the conduct of any business of the Seller Group other than primarily in the Business, or (iii) any Intellectual Property exclusively used in the conduct of the business of the Seller Group, then Purchaser shall promptly transfer, or cause its applicable Affiliate to transfer, such funds or asset to such member of the Seller Group, for no additional consideration but net of Purchaser’s reasonable costs and expenses incurred to effect such transfer or fulfill its obligation pursuant to the following sentence. Until such transfer is effected, Purchaser shall, or shall cause one its applicable Affiliate to, preserve the value of, and hold in trust for the sole use and benefit of such member of the Companies toSeller Group, transfer such Purchased Asset funds or asset and provide to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct member of the business or operations of Seller. Buyer shall bear Seller Group all of the out-of-pocket costs benefits arising from such funds or asset and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with otherwise cause such funds or asset to be used as reasonably instructed by such member of the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes any representation or warranty as to the accuracy or completeness of any information provided pursuant to this Section 7.06(b), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3Group.

Wrong Pockets. In the event that, at any time or from time to time after the Closing and prior to the first anniversary thereof, (a) IfParent or any of its Subsidiaries receives or otherwise possesses any asset (including any payments or any mail (including electronic mail)) or is liable for any Liability that was reflected in the Closing Tangible Book Value (for this purpose, for the avoidance of doubt, after giving effect to the ClosingPre-Closing Dividend) and therefore should belong to Acquiror or any of the Company Group Entities pursuant to the terms of this Agreement, Buyer Parent shall, as promptly as practicable, transfer, or Seller identifies any Purchased Asset that inadvertently was not previously transferred to Buyer or that would be required cause to be transferred to Buyer in order to comply with Section 2.01transferred, then Seller shall, such asset or shall cause one of the Companies to, transfer such Purchased Asset to Buyer for no additional consideration. If, after the Closing, Buyer or Seller identifies any Excluded Asset that inadvertently was transferred to Buyer or that should have been excluded from the Purchased Assets in accordance with Section 2.02, then Buyer shall, or shall cause one of its Affiliates to, transfer such Excluded Asset to Seller for no additional consideration. (a) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors in connection with any audit, investigation, dispute (including a dispute between the parties hereto) or litigation relating Liability to the Business; provided that any such access appropriate Company Group Entity, as designated by Buyer the Acquiror (and Parent shall not unreasonably interfere with the conduct of the business or operations of Seller. Buyer shall bear be responsible for all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. Notwithstanding the foregoing, the auditors and independent accountants of Seller or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller by Parent or any of its Affiliates with respect to confidentiality if Seller effect such transfer and, prior to any such transfer, Parent shall, or shall have used reasonable best efforts to obtain cause its Affiliates to, hold such asset in trust for the consent benefit of such third party to such inspection the Acquiror), or disclosure, (iib) the waiver Acquiror or any of its Subsidiaries, including any attorney-client privilege of the Company Group Entities, receives or otherwise possesses any asset (provided including any payments or any mail (including electronic mail)) or Liability that was not reflected in the disclosing party shall use commercially reasonable efforts to provide Closing Tangible Book Value (for this purpose, for the other partyavoidance of doubt, after giving effect to the extent possiblePre-Closing Dividend) and relates materially to any business of Parent or any of its Subsidiaries (excluding, with access for the avoidance of doubt, the businesses conducted by the Company Group Entities) pursuant to the relevant information terms of this Agreement, the Acquiror shall as promptly as practicable transfer, or cause to be transferred, such asset or Liability to Parent or any of its Subsidiaries, as designated by Parent, in a manner that would not each case of clause (a) and (b), for no additional consideration (and Parent shall reimburse the Acquiror for all out-of-pocket costs reasonably be expected to result in any such waiver) incurred by the Acquiror or (iii) the violation of Applicable Law. Neither Seller nor any of its Affiliates makes to effect such transfer and, prior to any representation such transfer, the Acquiror shall, or warranty as to shall cause its respective Affiliates to, hold such asset in trust for the accuracy or completeness benefit of any information provided pursuant to this Section 7.06(bParent), and Buyer may not rely on the accuracy or completeness of such information, in each case other than as expressly set forth in Seller’s representations and warranties set forth in Article 3.