Common use of Assets Clause in Contracts

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted Liens. (b) Except (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, the Sellers Purchaser or the Conveyed its Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising assets, properties and rights Relating to the business reflected in the Financial Statements (for clarityPurchaser Business or owned, excluding used or held by Purchaser or any assets sold or disposed of in the ordinary course of business after the date thereof)its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except (i) as set forth in Section 4.15(b5.16(b) of the Seller Purchaser Parent Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, the Purchased Assets whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Purchaser Parent is not in compliance with its obligations under Section 2.2 and or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates Subsidiaries pursuant to this Agreement Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, willthe assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals Except as may be required set forth in connection with the consummation Section 5.16(c) of the transactions contemplated Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by this Agreement Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and the Ancillary Agreements have been obtained; providedowned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, that no such assumption shall be made to the extent Seller Parent is or will not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will notat Closing be, directly or indirectly, be engaged in any Purchaser Parent Retained BusinessBusinesses, and do not, or will not at Closing, hold and are not, or be will not at Closing be, subject to any Purchaser Parent Retained Liability or Excluded Asset assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as 7.1 Other than any Assets and rights where non-availability for use by the EDS Business would not, individually or in not reasonably be expected to have a material effect on the aggregate, materially impair the operations of the EDS Business, the EDS Assets and EDS Entities, when taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted Liens. (b) Except together with (i) as set forth in Section 4.15(b) the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Seller Disclosure Letter Ancillary Agreements, (ii) for Excluded Services (as defined the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the Transition Services Agreement) Purchaser’s Group under any of the Ancillary Agreements, or to be leased or licensed by a member of the Seller’s Group to a member of the Purchaser’s Group under any of the Ancillary Agreements and (iii) the Sharing Arrangements, comprise all the Assets and rights necessary for the Purchaser’s Group to carry on the EDS Business in substantially the same manner as would notthe EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, individually except for Permitted Encumbrances, and the relevant EDS Entity or member of the Seller’s Group, as the case may be, has, and upon Conveyance in accordance with this Agreement the Purchaser will have, full right, power and authority to dispose of the EDS Assets, subject to (i) reservation or retention of title in the aggregateOrdinary Course, materially impair (ii) the operations requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereof, and (iii) the consent, approvals and provisions set out in this Agreement. 7.3 The EDS Plants, EDS Equipment and Machinery, all the consumables at the EDS Sites and the EDS Furniture, in each case, necessary for the operation of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required EDS Business are in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made satisfactory working order to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 necessary for the operation of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, EDS Business in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the ClosingOrdinary Course. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would notAfter giving effect to the Pre-Closing Reorganization, individually or in and subject to the aggregatereceipt of all applicable approvals and consents, materially impair the operations of the Business, taken as a wholeincluding those contemplated by Section 4.4, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) Transferred Companies will have, or will have as of the Closingin all material respects, good and valid title to, or other legal rights to possess and usein the case of leased property, valid leasehold interests in, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted Liensmaterial Transferred Assets. (b) Except Subject to the immediately following sentence, the assets of the Transferred Companies as of the Closing Date (assuming the consummation of the Pre-Closing Reorganization), together with the assets, licenses and services to be made available pursuant to the Ancillary Documents, will be sufficient, and constitute all assets of Seller and its Subsidiaries that are necessary, to permit Buyer and the Transferred Companies to operate the Transferred Business substantially in the same manner as the operation of the Transferred Business as of the Closing. Notwithstanding the foregoing, it is understood and agreed that: (i) the Transferred Companies will not be assigned those assets and services listed or described in Seller Schedule 4.17(b)(i), which are necessary for the conduct of the Transferred Business; (ii) the Transferred Companies are not being assigned the Retained Contracts and the services provided under the Retained Contracts (in each case excluding, for the avoidance of doubt, the portions of any Master Agreement transferred or to be transferred pursuant to Section 6.13(a)) that are necessary for the conduct of the Transferred Business; (iii) certain of the administrative and regional headquarters management employees currently operating or advising the Transferred Business may not be transferred to the Transferred Companies and the immediately preceding sentence assumes that Buyer or the Transferred Companies after Closing will provide such equivalent personnel as may be appropriate for the benefit of the Transferred Business; (iv) certain Intellectual Property that is not owned by or licensed to the Transferred Companies or included in the Transferred Assets is needed to operate the Transferred Business. Except as provided in Section 6.17, Seller will not be obligated to procure or grant rights in or licenses to such Intellectual Property on behalf of the Transferred Companies or the Transferred Business; (v) certain Seller Owned Software is needed to operate the Transferred Business. Except for any such Seller Owned Software to be licensed to Buyer pursuant to an Ancillary Document or a software license agreement agreed upon pursuant to Sections 6.17(d) or 6.17(e) hereof, Seller will not be obligated to license any other Seller Owned Software or to procure rights in or licenses to any similar third party software after Closing; (vi) certain IT Systems that are not Transferred IT Systems are needed to operate the Transferred Business. Except as may be set forth in Section 4.15(bany Ancillary Document, Seller will not be obligated to procure, lease or license any such IT Systems after Closing; (vii) the only assets that will be held by the Transferred Companies as of the Closing with respect to (A) the provision by Verizon Online LLC of dial-up, DSL services and dedicated Internet access services and related value added services taken by DSL customers located in the States, (B) the resale of satellite to terrestrial video services, (C) the provision by Verizon Long Distance LLC of long distance services to customers located in the States, (D) the provision by Verizon Network Integration Corp. and Verizon Select Services Inc. of CPE sales, installation and related maintenance services and (E) the provision by Verizon Services Corp. and Verizon Avenue Inc. of services to multi-dwelling unit owners in the States, will be (i) customer relationships (including Contracts and terms and conditions with respect to such relationships) and (ii) those assets identified as exclusions in clauses (v), (vi) and (x) of the Seller Disclosure Letter definition of Excluded Assets, and Buyer or the Transferred Companies will need to procure all other assets needed to undertake such activities; (iiviii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would notprovisions of this Section 4.17 assume the receipt of all necessary authorizations, individually approvals, consents or in the aggregatewaivers required by Law, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required by Governmental Entities or other third Persons pursuant to their Contract rights in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtainedDocuments; providedand (ix) this Section 4.17 does not constitute a representation or warranty regarding infringement, that no such assumption shall be made to misappropriation or other violation of any Intellectual Property of any Person by the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all conduct of the assets either used in or necessary for Purchaser and its Subsidiaries (including Transferred Business, which is the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as subject of the date of this Agreement representation and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required warranty set forth in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties4.14(a).

Assets. (a) Except as otherwise provided in this Agreement The Seller owns, leases or as would nothas the legal right to use all the properties and assets, individually or including the Owned Intellectual Property, the Licensed Intellectual Property, the Transferred IP Agreements, the Leased Real Property and the Tangible Personal Property, used in the aggregate, materially impair the operations conduct of the Business, taken and, with respect to contract rights, is a party to and enjoys the right to the benefits of all such contracts, agreements and other arrangements used by the Seller (as a whole, such relate to the Sellers Business) or in or relating to the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as conduct of the ClosingBusiness, all of which properties, assets and rights constitute Purchased Assets (subject to obtaining the third party consents and approvals) except for the Excluded Assets. The Seller has good and valid marketable title to, or, in the case of leased or other legal rights to possess subleased Purchased Assets, valid and usesubsisting leasehold interests in, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)Purchased Assets, free and clear of any Liens other than all Encumbrances, except Permitted LiensEncumbrances. (b) Except (i) The Purchased Assets constitute all the properties, assets and rights forming a part of, used or held in, and all such properties, assets and rights as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined are necessary in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a wholeconduct of, the Purchased Assets Business other than the Excluded Intellectual Property. (assuming all consents and Approvals as may be required in connection with c) Following the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all execution of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as instruments of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions transfer contemplated by this Agreement (and subject to the Ancillary Agreements (assuming all receipt of required consents and Approvals approvals), the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the interests of the Seller in the Purchased Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, and without incurring any penalty or other adverse consequence, including any increase in rentals, royalties, or license or other fees imposed as may be required in connection with a result of, or arising from, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. 11.1 Obligations regarding Assets (a) Except as otherwise provided in this Agreement or as would not, individually or You agree to: (i) comply with any obligations relating to the Assets stated in the aggregateSchedule, materially impair including any Supplementary Conditions; (ii) not use the operations Funds to procure Assets unless You are procuring Assets that are stated in the Budget or the Schedule and We have given Our prior written approval to procure those Assets; (iii) ensure You receive value for money in procuring any Assets; (iv) unless otherwise stated in the Schedule, use each Asset solely for the purpose of providing the Services for which the Asset has been acquired; (v) hold all Assets securely and safeguard the Assets against theft, loss, damage or unauthorised use; (vi) maintain the Assets in good working order; (vii) maintain appropriate insurance in respect of the BusinessAssets; (viii) be responsible for maintaining any necessary registration and licensing of the Assets; (ix) not encumber or dispose of any Asset, taken as a wholeor deal with or use an Asset, other than in accordance with this clause without Our prior written approval; (x) not dispose of an Asset without Our prior written approval; and (xi) be fully responsible for, and bear all risk relating to, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as use and any approved disposal of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted LiensAssets. (b) Except If we provide our prior written approval to the disposal of an Asset during the Term, You agree at Our direction to: (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made pay to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Us within 20 Business as conducted as Days of the date of this Agreement and as the disposal, the written down value of the ClosingAsset using the Australian Taxation Office depreciation rates to calculate the depreciation of the Asset; (ii) pay to Us within 20 Business Days of the date of the disposal, the proceeds of the disposal, less an amount equal to the sum of Your proportionate contribution to the purchase price of the Asset and Your reasonable costs of disposal of the Asset; or (iii) use the funds from the disposal of the Asset for a purpose approved in writing by Us. (c) After giving effect On expiry or termination of the Agreement, You agree at Our direction to: (i) pay to Us within 20 Business Days, the written down value of the Asset using the Australian Taxation Office depreciation rates to calculate the depreciation of the Asset; (ii) dispose of the Asset for the best price reasonably obtainable and pay to Us within 20 Business Days of the date of the disposal the proceeds of the disposal, less an amount equal to the Seller Internal Restructurings sum of Your proportionate contribution to the purchase price of the Asset and Your reasonable costs of disposing of the other transactions contemplated by this Agreement Asset; or (iii) use the Asset on such terms and the Ancillary Agreements (assuming all consents and Approvals conditions as may be required approved in connection with writing by Us. (d) You agree that the consummation proceeds from any disposal of any Asset are to be treated as if they are part of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Funds.

Assets. (a) Except Other than the Excluded Assets, the right, title and interest of Seller and its Affiliates in the Transferred Assets constitute all of the Assets of Seller and its Affiliates owned or held by, used or intended for use, leased, licensed, accrued, reserved, allocated or incurred in connection with the conduct of any Specified Business in all material respects as otherwise provided currently conducted and, immediately after the Closing, shall be sufficient for Buyer to continue to operate and conduct such Specified Business in this Agreement all material respects as currently conducted. At the Closing (after giving effect to the Transaction), Buyer or as would not, individually its designated Affiliate will have good and marketable title to (or in the aggregatecase of Transferred Assets that are leased, materially impair valid leasehold interests in) the operations of Transferred Assets (other than those held by the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their SubsidiariesTransferred Joint Venture Entities) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens Encumbrances, other than Permitted LiensEncumbrances (or in the case of the Transferred Investments, Encumbrances under the Investment Documents), and those created by Buyer or any of its Affiliates (other than, prior to the Closing, any Transferred Joint Venture Entity or the Palm Beach Joint Venture). At the Closing (after giving effect to the Transaction) the Transferred Joint Venture Entities will have good and marketable title to (or in the case of Transferred Assets that are leased, valid leasehold interests in) the Transferred Assets held by them free and clear of any Encumbrances other than Permitted Encumbrances, in the case of Joint Venture Securities, Encumbrances under the JV Documents, and those created by Buyer or any of its Affiliates (other than, prior to the Closing, any Transferred Joint Venture Entity or the Palm Beach Joint Venture). (b) Except The Shared Assets and Liabilities are the only Assets and Liabilities of Seller or any of its Affiliates that Relate to both of the Specified Businesses or to any Specified Business and any other business of Seller or its Affiliates, including any part of the Friendco Business. The Palm Beach Joint Venture does not hold any Assets that are Primarily Related to any portion of the Business other than the portion of the Business conducted by the Palm Beach Joint Venture. Empire Sports Network has no Assets other than those Primarily Related to its business of operating a regional sports network and has no Assets Primarily Related to the Cable Systems. (ic) as set forth in Section 4.15(bThe Friendco Transferred Assets are the only Assets that are Primarily Related to the Cable Systems being purchased by Friendco. None of the Friendco Transferred Assets are Primarily Related to any Specified Business except to the extent Buyer has otherwise so consented. Other than the Friendco Transferred Assets, the Transferred Assets and the Excluded Assets, there are no Assets of Seller or any of its Affiliates Related to the Business. (d) Schedule 3.20(d) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) Schedule sets forth a true and (iii) as would not, individually or in the aggregate, materially impair the operations complete list of all of the Businessmaterial Assets Related to each Specified Business owned, taken as held by, leased or licensed by any Subsidiary of Seller that is not a wholeDebtor. (e) Other than the Transferred Joint Venture Entities, the Purchased Assets (assuming all consents Transferred Investments and Approvals the wholly owned Subsidiaries of Seller and as may be required in connection with the consummation set forth on Schedule 3.20(e) of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; providedSeller Disclosure Schedule, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, have no Equity Securities in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect any Person which holds Assets Primarily Related to the Seller Internal Restructurings operations and business conducted by the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Cable Systems.

Assets. (a) Except The Company and its Subsidiaries own, lease or have the right to use all the properties and assets necessary for or used or held for use in the conduct of their respective businesses or otherwise owned, leased or used by the Company or any of its Subsidiaries (all such properties and assets being referred to as otherwise provided in this Agreement or the “Assets”), except as would notnot reasonably be expected to have, individually or in the aggregate, materially impair the operations a Company Material Adverse Effect. Each of the BusinessCompany and its Subsidiaries has good title to, taken as a wholeor in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Sellers Assets, free and clear of all Liens, except for Permitted Liens and defects in title or the Conveyed Subsidiaries (or their Subsidiaries) leasehold interests that would not reasonably be expected to have, individually or will have in the aggregate, a Company Material Adverse Effect. Section 2.14 of the Company Disclosure Schedule contains a complete and correct list of all real property and improvements which are leased, licensed or otherwise occupied by the Company or its Subsidiaries as of the Closingdate hereof (“Leased Assets”), as lessee, sub-lessee, licensee or sub-licensee, and the Company and its subsidiaries do not lease, license or otherwise occupy, as lessee, sub-lessee, licensee or sub-licensee, any real property or improvements other than the Leased Assets. Each such document granting the Company or its Subsidiaries its right, title or interest in the Leased Assets is valid without default or breach thereunder by the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, the grantor of such right, title or interest in the Leased Property other than such breaches and/or defaults as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) To the extent in the possession and control of the Company or its Subsidiaries, the Company has, to its knowledge, made available to Parent and Merger Sub prior to the date hereof complete and accurate copies of all existing vesting deeds, title policies, surveys, leases, subleases, licenses to any real property, and all other material documents, instruments and agreements in connection with the title, ownership, use and/or possession of the Assets. (c) The Company and its Subsidiaries have good and valid title to, or other legal valid and enforceable rights to possess use under existing deeds, franchises, easements or licenses, or valid and useenforceable leasehold interests in, all of the its tangible personal properties, rights and assets comprising the business reflected in the Financial Statements (necessary to carry on their businesses as now being conducted, except for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted Liens. (b) Except (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would notsuch defects that, individually or in the aggregate, materially impair would not reasonably be expected to have a Company Material Adverse Effect, applying customary standards in the operations of the Businesssteel industry. All such tangible personal properties, taken as a whole, the Purchased Assets (assuming all consents rights and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licensesother than properties, sublicenses and other rights and benefits assets in which the Company has a leasehold interest, are free and clear of all Liens, except for Permitted Liens and defects in title or leasehold interests that would not reasonably be expected to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreementshave, will, individually or in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closinga Company Material Adverse Effect. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) After the transfer of the Transferred Assets pursuant to the Local Agreements the Purchasing Subsidiaries, with the exception of the cash necessary to carry on the Business, will own all the assets which – together with the land leased pursuant to art. 8.3.2 of this Agreement and other equipment leased under the Assumed Contracts – are necessary to carry on the Business as it has been carried on prior to the Closing Date. The Companies own – or have valid leases to use – all the assets which are necessary to carry on their Business as it has been carried on prior to the Closing Date. Except as otherwise provided explicitly set out in this Agreement or as would not, individually any lease agreement or in the aggregate, materially impair the operations of the Business, taken as a wholelicense agreement to be entered into pursuant to this Agreement, the Sellers Business does not use or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding require any assets sold (other than the Transferred Assets) or disposed intellectual property rights (other than the Transferred Intellectual Property Rights) owned by the Seller or Affiliated Companies of Seller. For the avoidance of doubt, the Clariant WINS platform shall be excluded from this art. 4.6. The fixed assets transferred under the Local Agreement and the fixed assets owned by the Companies are in good operating condition and repair and are adequate to carry on the Business in the ordinary course of business after and in the date thereof), free same fashion and clear manner as prior to the Closing Date. The inventory transferred pursuant to the Local Agreements and the inventory owned by the Companies consists only of any Liens other than Permitted Liens. (b) Except (i) raw material which meets the agreed or otherwise applicable product specification and which is in a condition to be processed in the Business and of end products or intermediate products which – as set forth the case may be – meet the agreed or otherwise applicable specifications and are in Section 4.15(b) a quality to be sold to customers or to be further processed in the Business. The Parties agree that all quality downgrades necessary on the inventory as of the Seller Disclosure Letter (ii) for Excluded Services (Closing Date as defined well as any warranty claims regarding raw material supplied by Purchaser and Affiliated Companies of Purchaser will be properly reflected in the Transition Services Agreement) computation of the Closing Date Net Working Capital Amount. On the receivables transferred pursuant to the Local Agreements and (iii) as would not, individually or the receivables owned by the Companies the amount which is reflected in the aggregate, materially impair the operations computation of the BusinessClosing Date Net Working Capital Amount can be collected on the applicable due date, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made subject to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 art. 5.6 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations All material assets and properties of the BusinessTransferred Business (excluding any Intellectual Property, taken as a wholeIT Systems and Personal Information included therein, which are the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as subject of the Closing, good representations and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted Liens. (b) Except (i) as warranties set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined 4.14), are in good operating condition and repair, normal wear and tear excepted, and are useable in the Transition Services Agreement) and (iii) as would notOrdinary Course. Subject to the immediately following sentence, individually or in the aggregate, materially impair the operations of the BusinessTransferred Assets, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, other assets, licenses, sublicenses properties and other rights of the Transferred Companies and benefits the licenses and services to be provided to Purchaser and its Affiliates pursuant to this Agreement and under the Ancillary Agreements, will, in the aggregateDocuments, constitute all material assets, properties and rights of the assets either used in or necessary for Purchaser Seller and its Subsidiaries used by Seller and its Subsidiaries to provide the ILEC Services (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the business related thereto), as provided as of the date of the Agreement or immediately prior to the Closing, and constitute all assets of Seller and its Subsidiaries that are necessary or material to the conduct and operation immediately after the Closing of the business conducted by the Transferred Business substantially in the same manner as conducted by Seller and its Subsidiaries as of the date of this Agreement and as of the Closing. . Notwithstanding the foregoing, it is understood and agreed that: (ci) After giving effect the Transferred Companies may not have those assets, properties, rights or services listed or described on Seller Schedule 4.17, which may be used as of the date of this Agreement or immediately prior to the Closing by Seller Internal Restructurings and its Subsidiaries to provide the other transactions contemplated by ILEC Services, (ii) the Excluded Assets may be used as of the date of this Agreement or immediately prior to the Closing by the Seller and its Subsidiaries to provide the ILEC Services, (iii) certain licenses and services to be provided under the Ancillary Agreements (assuming all consents Documents, which licenses and Approvals as services may be used as of the date of this Agreement or immediately prior to the Closing by the Transferred Companies to provide the ILEC Services, are being provided for only a limited period of time following the Closing, (iv) the immediately preceding sentence assumes the receipt of all necessary authorizations, approvals, consents or waivers required by Law, Governmental Entities or other third Persons in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; providedDocuments and (v) this Section 4.17 does not constitute a representation or warranty regarding infringement, that no such assumption shall be made misappropriation or other violation of any Intellectual Property of any Person by the conduct of the Transferred Business, which is the subject of the representation and warranty set forth in Section 4.14(c). The ILEC Services constitute all of the material services provided by the Transferred Companies to customers on the date of this Agreement and immediately prior to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Closing.

Assets. (a) Except as otherwise provided in this Agreement or as would notTDY and the Transferred Subsidiaries, individually or in the aggregate, materially impair own, lease, license or have the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) havelegal right to use, or will have as of at or immediately prior to the Closing, good and valid title toown, lease, license or other have the legal rights right to possess and use, use all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)material Tungsten Materials Assets, free and clear of any Liens all Encumbrances, other than Permitted LiensEncumbrances; provided, that the foregoing shall not apply to Real Property and Intellectual Property, which are covered in Section 3.13 and Section 3.14, respectively. (b) Except The Tungsten Materials Assets, together with other Assets, the benefit of which will be provided to Buyer or one of its Subsidiaries pursuant to and subject to this Agreement or the Related Agreements, will constitute, as of Closing, in all material respects all Assets (other than (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter Non-Transferable Permits, (ii) for Excluded Services the services of Governmental Authorities or third party utility providers (as defined in and Assets of Governmental Authorities or third party utility providers related to the Transition Services Agreementprovision of such services) provided to the Tungsten Materials Business of a type generally provided by Governmental Authorities or third party utility providers to similarly situated Persons and (iii) as would not, individually or Excluded Shared Contracts) which are required for Buyer and its Subsidiaries to operate the Tungsten Materials Business substantially in the aggregate, materially impair manner in which it is conducted on the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtaineddate hereof; provided, that no such assumption shall be made the foregoing is subject to the extent Seller Parent is limitation that certain transfers, assignments, licenses, sublicenses, leases and subleases (as the case may be) of Actions, Assets, Contracts, Permits, Environmental Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require the consent to transfer, assign, license, sublicense, lease or sublease (as the case may be) of a third party which has not been obtained, and that such matters are addressed in compliance with its obligations under Section 2.2 the Related Agreements and Section 6.3 Sections 5.17 and 5.18 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation None of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent Transferred Subsidiaries is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (business other than non-material or ministerial liabilities, assets, rights or properties)the Tungsten Materials Business.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the BusinessTransferring Businesses and the Transferring Assets, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) Transferors have, or will have as of the Relevant Closing, good and valid title to, or other legal rights to possess and use, use the Transferred Assets and all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)Transferred Businesses, free and clear of any Liens other than Permitted Liens. (b) Except (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter Letter, (ii) for the Excluded Services (as defined in the Transition Services Agreement) ), and (iii) as would not, individually or in the aggregate, materially impair the operations of relevant Transferring Business or the Business, taken as a whole, the Purchased relevant Transferring Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Implementing Agreements have been obtained; provided, provided that no such assumption shall be made to the extent Seller GSK Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 3 of this Agreement), the relevant Transferring Businesses, together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser JVCo and its Affiliates Subsidiaries pursuant to this Agreement Agreement, the Ancillary Implementing Agreements, and the Ancillary AgreementsTransaction Documents, willdo and will following any Relevant Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) JVCo Group to conduct the relevant Transferring Business as conducted as of the date of this Agreement and as of the Relevant Closing. (c) After giving effect to . For the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming avoidance of doubt, whether any relevant Transferring Business has all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and asset either used in or necessary for the Ancillary Agreements have been obtained; provided, JVCo Group to conduct the relevant Transferring Business will be determined solely in respect of that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Transferring Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided Such Contributed Subsidiary owns (and in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, which case has good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)marketable title, free and clear of any Liens all Liens, other than Permitted Liens, to), leases (and in which case has a valid leasehold interest, free and clear of all Liens, other than Permitted Liens, to) or has the legal and valid right to use all of its Assets. (b) Except Each Contributed Subsidiary’s Assets, together with any Shared Assets and the Assets and services to be made available to any such Contributed Subsidiary pursuant to the other Transaction Documents (including the applicable Transition Services Agreement and Intellectual Property to be licensed or to which access is otherwise provided under the applicable IP License Agreement), include: (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would notall Manufacturing Assets, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses computers and other rights electronic data processing equipment, fixtures, furniture, motor vehicles and benefits to be provided to Purchaser other transportation equipment and its Affiliates pursuant to this Agreement and the Ancillary Agreements, willother tangible personal property that, in the aggregate, constitute all of the assets either used in or are sufficient and necessary for Purchaser such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents), which tangible personal property is, in all material respects (1) in good operating condition and its Subsidiaries repair, (including 2) adequate for the Conveyed Subsidiaries uses to which it is being put, and their Subsidiaries(3) not in need of maintenance or repairs except for ordinary, routine maintenance and repairs; (ii) assuming that any required Consents have been obtained, all Governmental Approvals, in the aggregate, that are sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents); (iii) Intellectual Property that is sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents or with respect to any non-transferred software contemplated by Section 5.18); and (iv) in the aggregate, all Assets sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to conduct such Contributed Subsidiary’s Business in a manner substantially similar to the Business as conducted manner in which it was operated as of the date of this Agreement and in all material respects (except as of otherwise contemplated by the ClosingTransaction Documents). (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation As of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; providedClosing, that no such assumption shall Contributed Subsidiary will be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will notinvolved, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (business other than non-material or ministerial liabilities, assets, rights or properties)the Business.

Assets. At the Closing and except as otherwise specifically provided in this Section 2.1, upon and subject to the terms and conditions of this Agreement, the Sellers shall grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers, all right, title and interest of the Sellers in and to (a) Except the Business as otherwise provided a going concern, and (b) all of the assets, properties and rights of the Sellers used or held for use primarily in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a wholeof every kind and description, real, personal and mixed, tangible and intangible, wherever situated (which Business, name, goodwill, assets, properties and rights are herein sometimes called the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof“Assets”), free and clear of all Liens of any Liens nature whatsoever except for the Permitted Encumbrances, including, without limitation, the following items used or held for use primarily in the Business: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods, and other than Permitted Liens.Personal Property; (b) Except all Real Property Leases and all Personal Property Leases; (c) all prepaid items, unbilled costs and fees, and accounts, notes and other receivables included in Current Assets as set forth on the Final Closing Date Balance Sheet; (d) all supplies, inventories, office equipment and other supplies; (e) to the extent transferable and subject to Section 10.4 in that regard, all rights under any Contract, Lease, plan, instrument, registration, certificate of occupancy, Permit, Environmental Permit, or approval of any nature, or other document, commitment, arrangement, undertaking, or practice (excluding employment-related agreements) and any accrued benefit (deferred cost or unbilled account receivable) which results from performance under the terms of such Contract (the “Assumed Contracts”); (f) all pending insurance claims, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities (as defined below) prior to Closing but only to the extent a loss related to such claim is not reflected in a specific reduction in the value of Current Assets as set forth on the Final Closing Date Balance Sheet; (g) all Intellectual Property; (h) all content/data and collections of content/data (e.g. data bases and websites used in the Business or under development); (i) as set forth in Section 4.15(ball FS Tech Software (including documentation and related object and source codes) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would notcurrently used, individually or in development for use, by the aggregate, materially impair the operations Sellers as part of the Business, taken and all other software used or held for use primarily in the operation of the Business, including but not limited to the software listed in Schedule 2.1(i); (j) all rights under express or implied warranties relating to the Assets; (k) all Claims of the Sellers against third parties relating to the Assets; (l) all Current Assets; (m) except as a wholeis contemplated by Section 2.2(j), the Purchased corporate names set forth on Schedule 1 and all goodwill associated therewith; (n) all telephone and fax numbers; (o) all books and records relating to the Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made Business except to the extent Seller Parent is not in compliance with its obligations required by Law or otherwise specifically excluded under Section 2.2 2.2; (p) all bank accounts of the Business, a list of which is set forth in Schedule 3.11; and (q) all information, files, records, data, plans, contracts and Section 6.3 recorded knowledge, including customer and supplier lists, related to the foregoing. Schedule 2.1(r) sets forth a list of this Agreement)all material Assets located at the University Park, together with the benefitsIllinois facility, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption which shall be made constitute Assets hereunder except to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreementidentified on Schedule 2.2(k) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or an Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Asset.

Assets. (a) Except as otherwise provided The Transferred FH Companies (and their Closing Subsidiaries), the FH Asset Sellers and the FH Affiliates (in this Agreement or as would notrespect of the FH Business), individually or in the aggregate, materially impair own, lease, license or have the operations of legal right to use, and the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries Transferred FH Companies (or and their Closing Subsidiaries) haveand the FH Asset Sellers will at or immediately prior to the Closing own, lease, license or will have as of the Closing, good and valid title to, or other legal rights right to possess and use, all of material Acquired FH Assets or FH Assets, including all material Assets reflected on the assets comprising the business reflected in the Financial Statements Base Balance Sheet (for clarity, excluding any assets sold other than Assets used or disposed of since the date thereof in the ordinary course of business after the date thereofor as permitted under Section 5.1), free and clear of any Liens all Encumbrances, other than Permitted LiensEncumbrances. (b) Except The Acquired FH Assets and the FH Assets that will be held, leased or licensed by the Transferred FH Companies and their Closing Subsidiaries as of Closing, together with all Assets the benefit of which will be provided to Buyer or one of its Subsidiaries (iincluding the Transferred FH Companies and their Closing Subsidiaries) as pursuant to this Agreement (including with respect to arrangements contemplated by Section 5.16(b) or Section 5.17(b)), the Local Purchase Agreements or the Transition Services Agreement, and the corporate services provided by Seller or its Subsidiaries to the FH Business set forth in Section 4.15(b3.16(b) of the Seller Seller’s Disclosure Letter (ii) for Excluded Services (Letter, will constitute, as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, willClosing, in the aggregate, constitute all of the assets either used in or necessary material respects all Assets which are required for Purchaser Buyer and its Subsidiaries (including the Conveyed Subsidiaries Transferred FH Companies and their Closing Subsidiaries) to conduct operate the FH Business as substantially in the manner in which it is conducted as of on the date of this Agreement and as of the Closinghereof. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement Each Asset Selling Corporation owns, leases or as would not, individually has the legal right to use all of its Conveyed Assets. Each Asset Selling Corporation has good title to (or in the aggregatecase of leased Conveyed Assets, materially impair the operations of the Business, taken as a whole, the Sellers or the valid leasehold interests in) all its Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), Assets free and clear of any all Liens other than except for Permitted LiensEncumbrances. (b) Except To the Knowledge of Parent, assuming sufficient liquidity is available to Purchaser and a sufficient workforce of employees is employed by Purchaser after the Closing, (i) the Conveyed Assets (with the Excluded Assets that are used in the Business), as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in date hereof and those assets used by the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, Business that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits are to be provided to Purchaser retained by Parent and its Affiliates but used to provide services and products to Purchaser pursuant to this the Transition Agreement and the Ancillary Agreements, will, in the aggregate, (assuming performance by Purchaser under such agreement) constitute all of the properties, assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) rights sufficient to conduct the Business in all material respects as conducted as of the date of this Agreement (except for changes in the Business contemplated by the Transition Agreement) and (ii) the Conveyed Assets include all of the manufacturing equipment of the Asset Selling Corporations necessary to manufacture the Her Option Cryoablation Console No. CGI and Disposable Control Unit No. CU1 in all material respects as contemplated pursuant to the Production Plan set forth in the Transition Agreement other than general use assets of the Asset Selling Corporations (such as furniture, fixtures, computers, lab equipment, clean room facilities and related equipment, material transfer equipment, and inventory management and storage equipment). Notwithstanding the foregoing, this Section 3.12(b) is not intended to provide, and does not provide, any representations or warranties regarding (A) any future results or success of the Business following the Closing, (B) any anticipated or actual future operating or financial performance of the Business and/or the Purchaser following the Closing, (C) the availability or sufficiency of any insurance for the benefit of the Business and/or (D) the sufficiency of the Conveyed Assets for any period following the effectiveness of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, The Seller has good and valid title to, or, in the case of leased, subleased, licensed or sublicensed Purchased Assets (other legal rights to possess than the Software), valid and usesubsisting leasehold or license interests, as the case may be, in, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)Purchased Assets, free and clear of any Liens other than Encumbrances, except Permitted LiensEncumbrances. To the knowledge of the Seller, the Seller has valid and subsisting licenses for the Software licensed to the Seller, free and clear of any Encumbrances, except for Permitted Encumbrances and licenses of Publicly Available Software. (b) Except (i) as set forth in on Section 4.15(b) 3.18 of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a wholeSchedules, the Purchased Assets constitute all the properties, assets and rights that are necessary to conduct the Business as currently conducted by the Seller. The Purchased Assets constituting Tangible Personal Property are in good operating condition, ordinary wear and tear excepted. (assuming all consents c) The Seller has the complete and Approvals unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Purchased Assets owned by Seller to the Purchaser without penalty. Upon the consummation of the Closing, the Purchaser will own with valid good title or lease or license under valid and subsisting leases or licenses the interests of the Seller in the Purchased Assets, free and clear of any Encumbrances, except for Permitted Encumbrances, and without incurring any penalty as may be required in connection with a result of, or arising from, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; providedAgreement, that no other than such assumption shall be made penalty arising from or relating to facts, events or circumstances specifically relating to the extent Seller Purchaser, Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closingrespective Affiliates. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement There are no properties or as would notassets used, individually held for use or usable by the Seller in the aggregateBusiness valued in excess of $1,000 which are not set forth on the Schedules hereto and, materially impair the operations of the Business, taken as a whole, the Sellers except for contemplated additions or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of deletions in the ordinary course of business after that are not material in the date thereof)aggregate, the Assets include all properties and assets the ownership, holding or use of which is necessary for the performance by the Purchaser of any Assumed Liability and the lawful conduct of the Business. (b) The Seller has good and marketable title to all of the Assets owned by it, free and clear of any Lien except (i) the lien of property taxes not delinquent, and (ii) the Liens listed on the Schedules hereto. The Seller is the sole and exclusive owner of all of the Assets, other than Permitted those listed on the Schedules hereto as being leased, licensed or otherwise used by the Seller, and, except as disclosed on the Schedules hereto, the Seller does not use any of the Assets by the consent of any other person and is not required to make any payments to others with respect to the Assets. To the best knowledge of the Seller and the Stockholders after due inquiry, the Seller has the right to use all of the Assets leased, licensed or otherwise used by it. Upon the Closing, the Purchaser will indefeasibly own and hold good and marketable title to the Assets owned by the Seller, free and clear of all Liens (except for any Surviving Liens) of any nature whatsoever, whether such Liens are now existing or perfected or at any time hereafter arise or become perfected pursuant to any Law, Contract or otherwise, and the Purchaser will have the right to use all of the Assets leased, licensed or otherwise used by the Seller. (bc) Except (i) as set forth in Section 4.15(b) of All leases, subleases, licenses and other Contracts which are being transferred to the Seller Disclosure Letter (ii) for Excluded Services (as defined in Purchaser at the Transition Services Agreement) and (iii) as would notClosing will be, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with upon the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in good standing, valid and effective and grant the aggregate, constitute all leasehold estates or rights of the assets either used in occupancy or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) use they purport to conduct the Business as conducted as of the date of this Agreement and as of the Closinggrant. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would notset forth on Schedule 2.7(a), individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, Seller has good and valid marketable title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)Assets, free and clear of all Encumbrances, excluding any Liens other than Permitted Liens.Encumbrance, defect in title to, or default or breach in the terms of, the Assumed Contracts that may arise by the Parties having agreed that Seller shall assign, and the assignment of, the Assumed Contracts to Purchaser without having secured the consent, waiver, approval, authorization, declaration or filing from, or providing notice to, any Person regarding the assignment of the Assumed Contracts to Purchaser. The execution and delivery of the Conveyance Agreements by the Seller at the Closing will convey to and vest in the Purchaser good and marketable title to the Assets, free and clear of all Encumbrances, excluding (i) any Encumbrance upon the Assets arising from the Assumed Liabilities appearing on Schedule 1.5; (ii) those items described on Schedule 2.7(a); and (iii) any Encumbrance, defect in title to, or default or breach in the terms of, the Assumed Contracts that may arise by the Parties having agreed that Seller shall assign, and the assignment of, the Assumed Contracts to Purchaser without having secured the consent, waiver, approval, authorization, declaration or filing from, or providing notice to, any Person regarding the assignment of the Assumed Contracts to Purchaser; (b) Except (i) By acquiring the Assets as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement Agreement, Purchaser will be acquiring all assets and properties used by the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all conduct of the assets either used in or Business and necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as presently conducted, other than the Excluded Assets. Save and except for liens and security interests disclosed to Purchaser on Schedule 2.7(b), no part of the date of this Agreement Business (and as no asset, right or interest related to or employed in or reasonably necessary for the conduct of the ClosingBusiness) is owned or held by any Person other than the Seller. (c) After giving effect The Assets are in good condition and repair, ordinary wear and tear excepted, and (where applicable) are in good working order and have been properly and regularly maintained. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) The Seller does not own, or have any interests in or rights with respect to, any real property other than the real property subject to the Leases (the “Leased Properties”). With respect to the Leased Properties: (i) The Seller Internal Restructurings has provided to the Purchaser true and correct copies of leases to which the Leased Properties are leased to Seller. Seller has received no notice of any pending or threatened condemnation actions or special assessments of any nature on the Leased Properties or any part thereof, Seller has received no notice of any condemnation actions or special assessments being contemplated, and Seller does not have any knowledge of any being contemplated. Seller has received no request, written or otherwise, from any Governmental Authority with regard to dedication of the Leased Properties or any part thereof; (ii) To the best of Seller’s knowledge, there are no pending or contemplated changes in any regulation or private restriction applicable to the Leased Properties or any part thereof, or any pending or threatened judicial or administrative action by adjacent landowners or other transactions Persons or any natural or artificial condition adversely affecting the Leased Properties or any part thereof. (iii) To the best of Seller’s knowledge, there is no Legal Proceeding pending or threatened against or relating to any portion of the Leased Properties; (iv) To the best of Seller’s knowledge, there are no attachments, executions or assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief Laws contemplated by this Agreement and a pending or threatened action or suit against the Ancillary Agreements Seller or the Leased Properties; (assuming v) To the best of Seller’s knowledge, no Person has, or at the Closing Date shall have, any right or option to acquire all consents and Approvals as may be required in connection with the consummation or any portion of the transactions contemplated by this Agreement and Leased Properties; and (vi) To the Ancillary Agreements have been obtained; providedbest of Seller’s knowledge, that no such assumption portion of the Leased Properties shall be made to subject at the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject Closing Date to any Retained Liability agreement (written or Excluded Asset (other than non-material or ministerial liabilitiesoral) adversely affecting Seller’s right as Lessee, assets, rights or properties)except the Leases.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, Each Acquired Company owns good and valid marketable title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)a valid leasehold interest in, free and clear of any all Liens other than Permitted Liens, all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) which are shown on the Latest Balance Sheet, or which have been acquired by such Acquired Company thereafter, except for personal property and assets sold since the date of the Latest Balance Sheet in the Ordinary Course of Business. Neither the Parent nor any of its Subsidiaries (except Acquired Companies) owns any properties or assets (whether real, personal, or mixed and whether tangible or intangible) which are used in the business of any of the Acquired Companies. The Assigned Contracts Schedule included in the Disclosure Letter contains a true, complete and correct list of all contracts, agreements, arrangements and understandings to which the Parent or Affiliates of the Parent (other than the Acquired Companies) are a party which primarily relate to the business of the Acquired Companies as conducted in the ordinary course, except those such contracts, agreements, arrangements and understandings which exclusively relate to the business of the Acquired Companies. (b) Except (i) as set forth in Section 4.15(b) The buildings, machinery, equipment, personal properties, vehicles, and other tangible assets of the Seller Disclosure Letter Acquired Companies (ii) for Excluded Services (as defined in other than the Transition Services Agreement) TH JV's), and (iii) as would not, individually or in to the aggregate, materially impair the operations knowledge of the Business, taken as a wholeParent, the Purchased Assets (assuming all consents and Approvals as may be required TH JV's, located upon or used in connection with the consummation of the transactions contemplated by this Agreement Real Property are operated in conformity in all material respects with all applicable laws and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 regulations and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, are usable in the aggregate, constitute all Ordinary Course of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset . The Acquired Companies (other than non-material the TH JV's), and to the knowledge of the Parent, the TH JV's, own, license under valid licenses or ministerial liabilitieslease under valid leases all buildings, machinery, equipment, and other tangible assets, rights or propertiesother than Cash (except for equity securities of the Acquired Companies), necessary for the conduct of their business as currently conducted.

Assets. (a) Except as otherwise provided in this Agreement or as would notnot reasonably be expected, individually or in the aggregate, materially impair to be material to the operations of the Diversey Business, taken as a whole, the Diversey Asset Sellers (in respect of the Acquired Diversey Assets) and the Transferred Diversey Companies (and their Subsidiaries), in the aggregate, own, lease, license or have the legal right to use, and will, immediately prior to the Closing, own, lease, license, or have the legal right to use, all Diversey Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; provided that the foregoing shall not apply to Real Property, which is covered in Section 3.13. (b) On the Closing Date, the Acquired Diversey Assets and the Diversey Assets owned, leased, or licensed by the Transferred Diversey Companies and their Subsidiaries will, together with the assets conveyed under, rights granted under, or the Conveyed services provided under the Related Agreements, subject to the terms of this Agreement (including Section 5.15 and Section 5.16) and the Related Agreements, constitute all of the assets, rights, title, interest and properties that are (i) owned, beneficially or of record, held or controlled by SEE or its Subsidiaries immediately prior to the Closing primarily, used in, held for use in, or related to the Diversey Business and (ii) subject to the receipt of the required consents and approvals set forth on Section 3.4(b) of the Seller’s Disclosure Schedule, and assuming the accuracy of the representation and warranties of Buyer in Article IV and the timely performance by Buyer and its Subsidiaries and Affiliates of their obligations under this Agreement and the Related Agreements, required for Buyer and its Subsidiaries (or including the Transferred Diversey Companies and their Subsidiaries) have, or will have to operate the Diversey Business substantially in the manner in which it is conducted immediately prior to the Closing (after giving effect to the Restructuring Plan) and as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (except for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereofCash and Cash Equivalents), free and clear of any Liens other than Permitted Liens. (b) Except than, in each case, (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter Non-Transferable Permits, (ii) for Excluded Services the services of Governmental Authorities or third party utility providers (as defined in and assets of Governmental Authorities or third party utility providers related to the Transition Services Agreementprovision of such services) provided to the Diversey Business of a type generally provided by Governmental Authorities or third party utility providers to similarly situated Persons, and (iii) as would notExcluded Shared Contracts. Assuming Exhibit D is not amended after the date of this Agreement, individually or in the aggregate, materially impair the operations Section 3.15(b) of the Seller’s Disclosure Schedule sets forth a complete list of Permits that, to the Knowledge of SEE, are all of the Non-Transferrable Permits material to the Diversey Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to Other than as included in the Acquired Diversey Assets or held by the Transferred Diversey Companies and their Subsidiaries, no Affiliate, executive officer, or director of any Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required i) owns any material property or right, tangible or intangible, which is used or held for use in connection with with, or that relates to, the consummation Diversey Business, (ii) has any claim or cause of action against any of the transactions contemplated by this Agreement and Acquired Diversey Assets or the Ancillary Agreements have been obtained; providedTransferred Diversey Companies or any of their Subsidiaries, that no such assumption shall be made to the extent Seller Parent or (iii) owes any significant amounts to, or is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreementsowed any significant amounts by, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Diversey Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (ai) Except as otherwise provided in this Agreement or as would not, individually or Each tangible asset included in the aggregateCLI Assets is free from material defects, materially impair has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear and obsolescence) and is suitable for the operations purposes for which it presently is used. (ii) Section 3.05(e)(ii) of the BusinessDisclosure Schedule sets forth a true, taken as a wholecorrect and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the CLI Assets (collectively, ("Encumbrances"). CLI is, immediately prior to the CLI Contribution, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as true and lawful owner of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)CLI Assets, free and clear of all Encumbrances of any Liens other than Permitted Liens. (b) Except (i) kind the, except as set forth in on Section 4.15(b3.05(e)(ii) of the Seller Disclosure Letter Schedule (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in "Permitted Encumbrances"). The delivery by CLI to the aggregate, materially impair the operations LLC of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation instruments of the transactions transfer of ownership contemplated by this Agreement will vest good and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made marketable title to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, CLI Assets in the aggregateLLC, constitute free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the ClosingPermitted Encumbrances. (ciii) After giving effect Section 3.05(e)(iii) of the Disclosure Schedule sets forth (i) a list of all items of tangible personal property included in the CLI Assets, including items not previously owned by CLI but in the possession of or used in the business of CLI (the "Personal Property"), other than individual assets which are not material to the Seller Internal Restructurings business of CLI, and (ii) a description of the owner of, and any agreement relating to the use of, each item of Personal Property in the possession of, but not owned by, CLI and the other transactions circumstances under which such Personal Property is used. Each item of Personal Property not owned by CLI is in such condition that upon the return of such property to its owner in its present condition at the end of the relevant lease term or as otherwise contemplated by this Agreement the applicable agreement between CLI and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreementsowner or lessor thereof, the Conveyed Subsidiaries obligations of CLI (and the Subsidiaries thereofor its successor) to such owner or lessor will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)discharged.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in Assuming the aggregate, materially impair the operations receipt of the Businessfilings, taken as a wholenotices, permits, authorizations, registrations, consents and approvals referred to in Section 3.4, the Sellers assets, properties, goods, privileges, permits, Contracts, services and rights of whatever kind or the Conveyed Subsidiaries (nature, real, personal or their Subsidiaries) havemixed, tangible or will have as intangible, of the ClosingTransferred Entities, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted Liens. (b) Except together with (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in Purchased Assets and the services to be provided under the Transition Services Agreement, (ii) the Assets referred to on Exhibit B of the Letter Agreement and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided Business Employees transferred to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary AgreementsAgreement, will, in as of the aggregateClosing, constitute all of the assets either used in assets, rights, properties and services that are used, held for use or necessary for are necessary, and are sufficient, to allow Purchaser and its Subsidiaries (including immediately after the Conveyed Subsidiaries and their Subsidiaries) Closing to conduct the Business in the form and manner as conducted by the Transferred Entities on the date hereof and as the Business is expected to be conducted on the Closing Date. The Business’s assets included in the Purchased Assets or owned by the Transferred Entities are (a) free from any material defects, (b) have been maintained in accordance with normal industry practice, and (c) are in good operating condition and repair (subject to normal wear and tear consistent with the age of such assets). As of the date Closing, the Transferred Entities shall employ all of this Agreement the personnel whose time is primarily devoted to the conduct of the Business. (b) Immediately following the Reorganization and as of the Closing. , the Transferred Entities will have (cx) After giving effect good and marketable title to all assets purported to be owned by the Seller Internal Restructurings Transferred Entities and the Purchased Assets (other transactions contemplated by this Agreement than with respect to any Permitted Liens), and the Ancillary Agreements (assuming y) a valid leasehold interest in or license for all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement assets and properties (tangible and otherwise) that they purports to lease or license, in each case free and clear of all Liens. As of the Ancillary Agreements have been obtained; providedClosing, that no such assumption none of the Transferred Entities or Purchased Assets shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Liabilities that are not Related to the Business.

Assets. (a) Except as otherwise provided Upon the terms and subject to the conditions set forth in this Agreement or as would not, individually or in and on the aggregate, materially impair the operations basis of the Businessrepresentations, taken as a wholewarranties, covenants and agreements herein contained, at the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Servicing Closing, good Purchaser shall (and valid title tohereby does) purchase, or other legal rights acquire and accept from Sellers, and Sellers shall (and hereby do) sell, transfer, assign, convey and deliver to possess and usePurchaser, all of Sellers’ right, title and interest in and to the following assets comprising of Sellers (collectively, the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof“Servicing Assets”), free and clear of any Liens all Encumbrances other than Permitted Liensrestrictions expressly imposed under the Servicing Agreements (Securitization): (i) the Servicing Rights and Obligations; (ii) all Files and Records relating to any item of the Servicing Rights and Obligations, except to the extent required by Law or Contract to be retained by Sellers; and (iii) all Proceedings existing on the Servicing Closing Date constituting ordinary course collection litigation by any Seller as servicer in respect of any loan serviced under the Servicing Agreements (Securitization). (b) Except (i) as Upon the terms and subject to the conditions set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and on the Ancillary Agreements have been obtained; providedbasis of the representations, that no such assumption warranties, covenants and agreements herein contained, at the Platform Closing, Purchaser shall be made purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, all of Sellers’ right, title and interest in and to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 following assets of this Agreement)Sellers (collectively, the “Collections Platform Assets” and, together with the benefitsServicing Assets, servicesthe “Assets”), assets, licenses, sublicenses free and clear of all Encumbrances other rights and benefits than Permitted Encumbrances: (i) those assets of Sellers related to Sellers’ loan collections activities which shall be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all listed on Section 1.01(b) of the assets either used in or necessary for Platform Disclosure Schedules as and when identified by Purchaser and its Subsidiaries (including prior to the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Platform Closing.; and (cii) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made Proceedings against any third Person to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in relating to the Ancillary Agreements, the Conveyed Subsidiaries (Collections Platform Assets and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Assumed Platform Liabilities.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a wholeset forth on Schedule 3.11(a), the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will Companies have as of the Closing, good and valid marketable title to, or other legal rights to possess and usevalid leasehold interests in, all properties and assets used by them, located on their premises or reflected as owned in the books and records of the Companies, including all assets comprising the business reflected and properties shown in the Audited Financial Statements and the Latest Balance Sheet or acquired after the dates thereof, free and clear of all Liens (for clarity, excluding any other than properties and assets sold or disposed of for fair consideration in the ordinary course of business after since the date thereofdates of such balance sheets and except for Liens disclosed on such balance sheets (including any notes thereto) and Liens for current property taxes not yet due and payable, and Permitted Liens). The Companies own, have a valid leasehold interest in or have the valid and enforceable right to use, in each case free and clear of any all Liens (other than Permitted Liens) all assets necessary for the conduct of their business, other than assets necessary for the provision of services that are the subject to the Transition Services Agreement. Subject to ordinary repairs and maintenance, and normal wear and tear arising in the ordinary course of business, the condition and repair of the real and personal property of the Companies and their Subsidiaries utilized in the conduct of the Companies’ and such Subsidiaries’ business are presently sufficient to allow the conduct of the ordinary business of the Companies and their Subsidiaries as presently conducted. All of the Companies’ and their respective Subsidiaries’ assets utilized in the conduct of the Companies’ and their Subsidiaries’ business have been maintained in a manner consistent with the past practices of the Companies and their Subsidiaries and all scheduled maintenance has been performed (with such derivations therefrom as are consistent with past practices). (b) Except as set forth on Schedule 3.11(b), none of the Companies nor any of their Subsidiaries owns or has owned any real property since 1975 (c) Schedule 3.11(c) attached hereto contains a complete list of all leases effective as of the Closing for all leasehold or subleasehold estates and all other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by either Company or any of their Subsidiaries including, for the avoidance of doubt, the New Leases and excluding, for the avoidance of doubt, the leases replaced by the New Leases (collectively, the “Realty Leases”). The Companies have a valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. The Companies have delivered to Buyer’s special counsel complete and accurate copies of each of the Realty Leases. Except as disclosed on Schedule 3.11(c), with respect to each Realty Lease: (i) as set forth the Realty Lease is legal, valid, binding, enforceable and in Section 4.15(b) of the Seller Disclosure Letter full force and effect; (ii) for Excluded Services (as defined none of the Companies nor any of their Subsidiaries nor, to the Knowledge of the Companies, any other party to the Realty Lease is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Transition Services Agreement) and Realty Lease; (iii) as would notthe Realty Lease has not been modified, individually except to the extent that such modifications are disclosed by the lease documents delivered to Buyer; (iv) none of the Companies nor any of their Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets Realty Lease and (assuming all consents and Approvals as may be required in connection with the consummation of v) the transactions contemplated by this Agreement do not require the consent of any other party to such Realty Lease, will not result in the breach or default under such Realty Lease, and the Ancillary Agreements have been obtained; provided, that no will not otherwise cause such assumption shall be made Realty Lease to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits cease to be provided to Purchaser legal, valid, binding or enforceable and its Affiliates pursuant to this Agreement in full force and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of effect on identical terms following the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and each Issuing Bank), and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Except the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as otherwise directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Agreement or as would notparagraph, individually or the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the aggregateCompany, materially impair to appoint a successor. If no successor shall have been so appointed by the operations Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the BusinessLenders and the Issuing Banks, taken appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a wholesuccessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the Sellers provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that the Conveyed Subsidiaries (extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or their Subsidiaries) havesecurities. Each Lender further acknowledges that it is engaged in making, acquiring or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. None of the Lenders, if any, identified in this Agreement as a Syndication Agent or Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Documentation Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date thereof)such principal or interest has become due and payable pursuant to the terms of this Agreement. In its capacity, free the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and clear of any Liens to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than Permitted Liens. (bthe Administrative Agent) Except shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as set forth described in Section 4.15(b) of the Seller Disclosure Letter 9.02(d); (ii) for Excluded Services (as defined permitted by, but only in accordance with, the Transition Services Agreement) and terms of the applicable Loan Document; or (iii) as would notif approved, individually authorized or ratified in writing by the aggregateRequired Lenders, materially impair the operations unless such release is required to be approved by all of the Business, taken as a wholeLenders hereunder. Upon request by the Administrative Agent at any time, the Purchased Assets Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (assuming all consents 5) Business Days’ prior written request by the Company to the Administrative Agent, the Administrative Agent shall (and Approvals is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the consummation Administrative Agent. In case of the transactions contemplated pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any LC Disbursement shall then be due and payable as herein expressed or by this Agreement declaration or otherwise and irrespective of whether the Ancillary Agreements Administrative Agent shall have been obtained; provided, that no such assumption made any demand on the Company or any other Borrower) shall be made to the extent Seller Parent is entitled and empowered (but not obligated) by intervention in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in such proceeding or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).otherwise:

Assets. (a) Except as otherwise provided The Purchaser Business is the only business carried on by the Purchaser and its subsidiaries. The Assets include all assets, rights, Authorizations and property necessary to conduct the Purchaser Business immediately after the Business Combination in this Agreement or the same manner it is currently conducted, except as would not, individually or in the aggregate, materially impair the operations of the Business, taken as not reasonably be expected to have a whole, the Sellers or the Conveyed Subsidiaries Purchaser Material Adverse Effect. (or their Subsidiariesb) have, or will The Purchaser and/or its subsidiaries have as of the Closing, good and valid marketable title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)Assets where title can be granted, free and clear of any Liens other than Permitted Liens. (b) Except (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents claims and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the ClosingEncumbrances whatsoever. (c) After giving effect No person or other entity has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from the Purchaser or any of its subsidiaries of any of the Assets. (d) The buildings, facilities, structures, infrastructure, equipment, and other tangible personal property of the Purchaser and its subsidiaries are structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the Seller Internal Restructurings uses to which they are being put. To the Purchaser’s knowledge, there are no material maintenance expenditures required to be made as of the date hereof that are necessary in order to maintain the Purchaser’s current operations. (e) Neither the Purchaser nor any of its subsidiaries own any real property. (f) With respect to each of any Leased Premises of the Purchaser and its subsidiaries, each of the leases pursuant to which the Purchaser or its subsidiaries occupies the Leased Premises is in good standing and in full force and effect, and the other transactions contemplated by this Agreement Purchaser or its subsidiary has the exclusive right to occupy and use the Ancillary Agreements Leased Premises to conduct the Purchaser Business. (assuming all consents and Approvals as may be required in connection with g) To the consummation knowledge of the transactions contemplated by this Agreement and Purchaser, there exists no claim or basis for any claim that might or could have a Purchaser Material Adverse Effect on the Ancillary Agreements have been obtained; providedright of the Purchaser or its subsidiaries to use, that no such assumption shall be made to transfer or otherwise exploit the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Leased Premises.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair reasonably be expected to be material to the operations of the Business, Ardagh Business (taken as a whole), the Sellers Ardagh Purchased Entities own, lease, license or have the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and valid title to, or other legal rights right to possess and use, use all of the tangible assets comprising the business reflected used in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)Ardagh Business, free and clear of any Liens Encumbrances (other than Permitted LiensEncumbrances), and such assets are in working order and repair (subject to ordinary wear and tear); provided that the foregoing shall not apply to real property or Intellectual Property, which are covered by Sections ‎3.12 and ‎3.13. (b) Except (i) as set forth in Section 4.15(b) of Taking into account the Seller Disclosure Letter (ii) for Excluded Services (as defined in rights granted to NewCo and its Affiliates following the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by Closing under this Agreement and the Ancillary Related Agreements have been obtained; provided, that no such assumption shall be made to (including the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits services to be provided to Purchaser performed by Ardagh and its Affiliates pursuant to this Agreement thereunder following the Closing), on the Closing Date, the assets owned, leased or licensed by the Ardagh Purchased Entities and the Ancillary Agreements, will, in rights granted or services to be performed under the aggregate, Related Agreement will constitute all of the assets either assets, rights, title, interest and properties (i) that are owned, beneficially or of record, held or controlled by Ardagh or its Affiliates immediately prior to the Closing and that are primarily used in in, held for use in, or related to the Ardagh Business and (ii) necessary for Purchaser NewCo and its Subsidiaries (including the Conveyed Subsidiaries and their SubsidiariesArdagh Purchased Entities) to conduct operate the Ardagh Business substantially in the manner in which it is conducted on the date hereof and as it will be conducted as of immediately prior to the date of this Agreement Closing and as of reflected in the ClosingArdagh Combined Interim Financial Statements. (c) After giving effect No director or officer, or to the Seller Internal Restructurings and Knowledge of Ardagh, employee of Ardagh or any of its Affiliates, or any member of such Person’s immediate family, (i) owes any significant amounts to, or is owed any significant amounts by the other transactions contemplated by this Agreement and Ardagh Business, (ii) has any material claim or cause of action against any of the Ancillary Agreements Ardagh Purchased Entities or the Ardagh Business, or (assuming all consents and Approvals as may be required iii) owns any material property or right, tangible or intangible (including Intellectual Property), that is used or held for use in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, or that no such assumption shall be made relates to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Ardagh Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement The Seller owns, leases or as would nothas, individually and on the Closing Date the Company shall own, lease or in the aggregate, materially impair the operations of the Business, taken as a wholehave, the Sellers or legal right to use the Conveyed Subsidiaries (or their Subsidiaries) haveAssets and, or will have as with respect to contract rights included within the Assets, is a party to and enjoys the right to the benefits of the Closingall contracts, agreements and other arrangements. The Seller has good and valid marketable title to, or, in the case of leased or other legal rights to possess subleased Assets, valid and usesubsisting leasehold interests in, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof)Assets, free and clear of any Liens other than all Encumbrances except Permitted LiensEncumbrances. (b) Except (i) as set forth Subject to obtaining all necessary third party consents listed in Section 4.15(b2.19(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a wholeSchedule, the Purchased Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Assets (assuming all consents to the Company and Approvals as may be required in connection with the Membership Interests to the Purchaser without penalty or other adverse consequences. Following the consummation of the transactions contemplated by this Agreement, the Assignment and Assumption Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all execution of the assets either used in or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as instruments of the date of this Agreement and as of the Closing. (c) After giving effect to the Seller Internal Restructurings and the other transactions transfer contemplated by this Agreement, the Assignment and Assumption Agreement and the Ancillary Agreements (assuming and subject to the Seller's obtaining all consents such third party consents, the Purchaser will own, with good, valid and Approvals marketable title, or lease, under valid and subsisting leases, or otherwise acquire the Membership Interests and all interests of the Seller in the Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, and without incurring any material penalty or other material adverse consequence, including, without limitation, any increase in rentals, royalties, or license or other fees imposed as may be required in connection with a result of, or arising from, the consummation of the transactions contemplated by this Agreement, the Assignment and Assumption Agreement and the Ancillary Agreements have been obtained; providedAgreements. (c) The Assets constitute all the properties, that no assets and rights of the Seller forming a part of, used, held or intended to be used in, and all such assumption shall be made to properties, assets and rights of the extent Seller Parent is not as are necessary in compliance with its obligations under Section 2.2 any material respect for the conduct of, the Component Business as of the Closing Date. (d) The representations and Section 6.3 warranties contained in subsections (a), (b) and (c) of this Agreement) Section 2.19 do not extend to and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject are otherwise made without respect to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Intellectual Property.

Assets. (a) Except Seller acknowledges and agrees that it owns certain personal property comprising the DewEze Division of Seller located at the Premises. Subject to the terms and conditions set forth herein, Seller agrees to sell, and Buyer agrees to purchase, the following assets: All machinery, inventory, vehicles, equipment, furniture, fixtures, office equipment, office supplies, customer lists, mailing lists, plans, specifications, drawings, designs, know-how, marketing and production information, accounts, accounts receivable, agreements, contracts, leases, tools, licenses, patents, trademarks, service marks, trade names, approvals, authorizations, consents, orders, permits, prepaid expenses, deferred charges, deposits on real property leases, leasehold improvements, computer equipment, telephone numbers, the exclusive right of Buyer to represent itself as otherwise provided carrying on the business of Seller in continuation thereof, all books and records, and other personal property and intangible assets of Seller relative to the business at the Premises or used in the conduct of the business of Seller relative to the business at the Premises but held nominally by a third party all or a part of which are described in Exhibit "A" attached hereto and made a part hereof. All of the above described assets including those described in greater detail in Exhibit "A" are hereinafter referred to as the "Assets." Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any contract, license, lease, agreement, commitment, sales order, purchase or as any claim or right of any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would not, individually constitute a breach thereof or in any way affect the aggregaterights of Seller or Buyer thereunder. Seller shall obtain, materially impair at Seller's expense, the operations consent of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as other party to any of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of any Liens other than Permitted Liens. (b) Except (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) and (iii) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made foregoing to the extent Seller Parent assignment thereof to Buyer in all cases in which such consent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets either used in required for assignment or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closingtransfer. (c) After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided Subject to the terms and conditions set forth in this Agreement or as would notAgreement, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have at and effective as of the Closing, good the Seller shall, and valid title shall cause the Selling Affiliates to, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall, or other legal rights to possess shall cause its Affiliates to, purchase and useaccept, all of the assets comprising Seller’s and the business reflected Selling Affiliates’ rights, title and interest in and to the Financial Statements (for clarity, excluding any assets sold Purchased Assets held by the Seller or disposed the Selling Affiliates as of in the ordinary course of business after the date thereof)Closing Date, free and clear of any Liens all Liens, other than Permitted Liens.. As used in this Agreement, “Purchased Assets” means the following rights and assets of the Seller and the Selling Affiliates: (a) all rights under each Contract (i) set forth on Section 2.1(a) of the Seller Schedule, (ii) entered into by the Seller or any of its Affiliates between the Execution Date and the Closing Date in accordance with Section 6.1 that is exclusively related to the Product or the Business or (iii) that constitutes a Shared Contract, but only the portion of such Shared Contract exclusively related to the Business ((i)-(iii), collectively, “Purchased Contracts”); (b) Except the Purchased Regulatory Approvals; (c) the Purchased Intellectual Property; (d) the Purchased Domain Names; (e) the Purchased Know-how; (f) the Purchased Inventory; (g) the Purchased Equipment; (h) the Purchased Prepaid Items; (i) as set forth the Books and Records and Regulatory Documentation, but excluding in Section 4.15(b) of the Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transition Services Agreement) each case any attorney work product, attorney-client communications and (iii) as would not, individually other items protected by attorney-client or in the aggregate, materially impair the operations of the Business, taken as a whole, the Purchased Assets (assuming all consents other legal privilege unless such books and Approvals as may records can be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtainedtransferred without losing such privilege; provided, that no such assumption shall be made to the extent there are books and records that include information related to the Product or the Business that do not constitute Books and Records, upon Purchaser’s reasonable written request, which request specifically identifies such books, records and/or information, Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement)will provide copies thereof, together appropriately redacted to exclude unrelated information; (j) all goodwill associated with the benefitsBusiness; (k) all guaranties, serviceswarranties, assetsindemnities, licensesrights of contribution, sublicenses rights to refunds, rights of reimbursement and other rights of recovery and benefits similar rights that have been ​ made by any predecessors in title, manufacturers or suppliers and other third parties relating to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreements, will, in the aggregate, constitute all Exploitation of the assets either used in or necessary for Purchaser Purchased Assets from and its Subsidiaries (including after the Conveyed Subsidiaries and their Subsidiaries) to conduct the Business as conducted as of the date of this Agreement and as of the Closing.Closing Date; and (cl) After giving effect all claims, counterclaims, defenses, causes of action, demands, judgments, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party relating to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereof) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)Purchased Assets.

Assets. (a) Except as otherwise provided Seller and its Subsidiaries own, lease, license or have the legal right to use, all Acquired Assets, in this Agreement each case free and clear of all Encumbrances, other than Permitted Encumbrances, except for such failures to own, lease, license or have the legal right to use any Acquired Assets as would notnot reasonably be expected to, individually or in the aggregate, materially impair adversely affect the operations of the BusinessBusiness in any material respect. Further, taken as a whole(i) each Acquired Entity will, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the ClosingClosing (but without giving effect to the Sale), good and valid title toown, lease or other legal rights to possess and use, license all of the assets comprising the business reflected in the Financial Statements (for clarityAcquired Assets that are owned, excluding any assets sold leased or disposed licensed by such Acquired Entity as of in the ordinary course of business after the date thereof)hereof or that have been assigned, conveyed or transferred to such Acquired Entity prior to the Closing, free and clear of any Liens all Encumbrances, other than Permitted Liens. Encumbrances, and (bii) Except the Acquired Entities will, as of the Closing (but without giving effect to the Sale), have the legal right to use or have the economic benefits of all of the Acquired Assets that are to be assigned, conveyed or transferred to the Acquired Entities after the Closing pursuant to Sections 5.6(c), 5.6(d) and 5.6(e), in each case of (i) as set forth in Section 4.15(b) of the Seller Disclosure Letter and (ii) ), except for Excluded Services (as defined in such failures to own, lease, license, have the Transition Services Agreement) and (iii) legal right to use or have the economic benefits of any Acquired Assets as would notnot reasonably be expected to, individually or in the aggregate, materially impair adversely affect the operations Business in any material respect. Solely for purposes of this Section 3.6(a), any reference to Acquired Assets shall exclude all Business Permits. (b) Except as set forth on Section 3.6(b) of the Seller Disclosure Schedule or as specifically provided or disclosed elsewhere in this Agreement (including Section 5.12 and Section 5.13), as of the Closing (but without giving effect to the Sale) the Acquired Assets, together with (i) the rights, services and other benefits made available to Buyer, the Acquired Entities and their respective Affiliates in the Transition Services Agreement and the Trademark License Agreements, (ii) the Permits, agreements and/or other documents to be obtained or entered into, as applicable, pursuant to Section 5.6 (disregarding, for purposes of this Section 3.6(b), any Permits, agreements and/or other documents that Buyer or any of its Affiliates has in its possession), and (iii) the Shared Assets, to the extent they benefit the Business, taken as a whole, constitute all the Purchased Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, material assets, licensesproperties and rights owned, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to this Agreement and the Ancillary Agreementsleased, willlicensed, in the aggregate, constitute all of the assets either used in or necessary held for Purchaser use by Seller and its Subsidiaries (including in each case solely with respect to the Conveyed Subsidiaries and their SubsidiariesBusiness) to conduct the Business in all material respects as conducted as of by Seller immediately prior to the date of this Agreement and as of the ClosingClosing Date. (c) After giving effect to Except as set forth on Section 3.6(c) of the Seller Internal Restructurings Disclosure Schedule, (i) all material Inventory is owned by Seller or its Affiliates free and the other transactions contemplated by this Agreement and the Ancillary Agreements clear of any Encumbrances (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreementexcept for Permitted Encumbrances) and except as provided for in the Ancillary Agreements, the Conveyed Subsidiaries (and the Subsidiaries thereofii) will not, directly or indirectly, be engaged in any Retained Business, or hold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, assets, rights or properties)no Inventory is held on consignment.