Common use of Assets Clause in Contracts

Assets. 7.1 Other than any Assets and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entities, when taken together with (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than any 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, Purchaser or its 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, properties and rights where non-availability for use Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the EDS Business Purchaser Parent Disclosure Letter and as would not reasonably be expected to have a material effect on not, individually or in the EDS aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the EDS Assets consummation of the transactions contemplated by this Agreement and EDS Entitiesthe Ancillary Agreements have been obtained; provided, when taken that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with (i) the Assets benefits, services, assets, licenses, sublicenses and other rights and benefits to which the Purchaser’s Group has access be provided to Purchaser and its Subsidiaries pursuant to any of the Ancillary Agreementsthis Agreement, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 ArrangementsPurchaser Ancillary Agreements, comprise all the Assets 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 to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser’s Group to carry on the EDS Business in substantially the same manner as the EDS Business is conducted at the Signing date). 7.2 Each of the EDS Assets is free from Third Party Rights(d) Purchaser and its Subsidiaries are not, except for Permitted Encumbrancesor will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and the relevant EDS Entity do not, or member of the Seller’s Groupwill not at Closing, as the case may hold and are not, or will not at Closing 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 any Purchaser Parent Retained Liability or retention of title in the Ordinary Courseassets, (ii) the requirement to obtain consent from counterparties properties and rights not relating to the Contracts to the novation Purchaser Business (other than non-material or assignment thereofministerial liabilities, and (iii) the consentassets, approvals and provisions set out in this Agreementrights or properties). 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than any Assets and rights where non-availability for use by (a) Except as otherwise provided in this Agreement or as would not, individually or in the EDS Business would not reasonably be expected to have a material effect on aggregate, materially impair the EDS operations of the Business, taken as a whole, the EDS Assets Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and EDS Entitiesvalid title to, when taken together with 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 which the Purchaser’s Group has access be provided to Purchaser and its Affiliates pursuant to any of this Agreement and the Ancillary Agreements, (ii) will, in the Retained Assets to be used by a member aggregate, constitute all of the Seller’s Group assets either used in providing services or necessary for Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to a member conduct the Business as conducted as of the Purchaser’s Group 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 any Section 2.2 and Section 6.3 of this Agreement) and except as provided for in 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 Conveyed Subsidiaries (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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, except for Permitted Encumbrances, and the relevant EDS Entity Subsidiaries thereof) will not, directly or member of the Seller’s Groupindirectly, as the case may bebe engaged in any Retained Business, has, and upon Conveyance in accordance with this Agreement the Purchaser will have, full right, power and authority to dispose of the EDS Assets, or hold or be subject to any Retained Liability or Excluded Asset (i) reservation other than non-material or retention of title in the Ordinary Courseministerial liabilities, (ii) the requirement to obtain consent from counterparties to the Contracts to the novation assets, rights or assignment thereof, and (iii) the consent, approvals and provisions set out in this Agreementproperties). 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than any Assets (a) The Seller owns, leases or has the legal right to use all the properties and assets, 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 conduct of the Business, 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 such relate to the Business) or in or relating to the conduct of the Business, all of which properties, assets and rights where non-availability constitute Purchased Assets (subject to obtaining the third party consents and approvals) except for use by the EDS Business would not reasonably be expected to have Excluded Assets. The Seller has good and marketable title to, or, in the case of leased or subleased Purchased Assets, valid and subsisting leasehold interests in, all the Purchased Assets, free and clear of all Encumbrances, except Permitted Encumbrances. (b) The Purchased Assets constitute all the properties, assets and rights forming a material effect on part of, used or held in, and all such properties, assets and rights as are necessary in the EDS Businessconduct of, the EDS Assets and EDS Entities, when taken together with Business other than the Excluded Intellectual Property. (ic) Following the Assets and rights to which the Purchaser’s Group has access pursuant to any consummation of the Ancillary Agreements, (ii) transactions contemplated by this Agreement and the Retained Assets to be used by a member execution of the Seller’s Group in providing services instruments of transfer contemplated by this Agreement (and subject to a member the receipt of required consents and 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 Purchaser’s Group under Seller in the Purchased Assets, free and clear of any of the Ancillary AgreementsEncumbrances, 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, except for 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 a result of, or arising from, the relevant EDS Entity or member consummation 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 Ordinary Course, (ii) the 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 transactions contemplated by 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than any Assets (a) After giving effect to the Pre-Closing Reorganization, and rights where non-availability for use subject to the receipt of all applicable approvals and consents, including those contemplated by the EDS Business would not reasonably be expected to have a material effect on the EDS BusinessSection 4.4, the EDS Assets Transferred Companies will have, in all material respects, good and EDS Entitiesvalid title to, when taken or in the case of leased property, valid leasehold interests in, all of the material Transferred Assets. (b) 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 (i) the Assets assets, licenses and rights services to which the Purchaser’s Group has access be made available pursuant to any of the Ancillary AgreementsDocuments, (ii) will be sufficient, and constitute all assets of Seller and its Subsidiaries that are necessary, to permit Buyer and the Retained Assets Transferred Companies to be used by a member of operate the Seller’s Group Transferred Business substantially in providing services to a member of the 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 the EDS Business is conducted at the Signing date. 7.2 Each operation of the EDS Assets is free from Third Party Rights, except for Permitted Encumbrances, and the relevant EDS Entity or member Transferred Business as of the Seller’s GroupClosing. Notwithstanding the foregoing, as the case may be, has, it is understood 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 agreed that: (i) reservation the Transferred Companies will not be assigned those assets and services listed or retention described in Seller Schedule 4.17(b)(i), which are necessary for the conduct of title in the Ordinary Course, Transferred Business; (ii) the requirement 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 obtain consent from counterparties be transferred pursuant to Section 6.13(a)) that are necessary for the Contracts to conduct of the novation or assignment thereof, and Transferred Business; (iii) certain of the consent, approvals administrative and provisions set out in this Agreement. 7.3 The EDS Plants, EDS Equipment and Machinery, all regional headquarters management employees currently operating or advising the consumables at Transferred Business may not be transferred to the EDS Sites Transferred Companies and the EDS Furniture, in each case, necessary immediately preceding sentence assumes that Buyer or the Transferred Companies after Closing will provide such equivalent personnel as may be appropriate for the operation benefit of the EDS Business are in satisfactory working order Transferred Business; (iv) certain Intellectual Property that is not owned by or licensed to the extent necessary for Transferred Companies or included in the operation 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 EDS Business 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 any 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 Ordinary CourseStates, (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 definition of Excluded Assets, and Buyer or the Transferred Companies will need to procure all other assets needed to undertake such activities; (viii) the provisions of this Section 4.17 assume the receipt of all necessary authorizations, approvals, consents or waivers required by Law, by Governmental Entities or other third Persons pursuant to their Contract rights in connection with the transactions contemplated by this Agreement and the Ancillary Documents; and (ix) this Section 4.17 does not constitute a representation or warranty regarding infringement, 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(a).

Assets. 7.1 Other than any Assets and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entities, when taken together with 11.1 Obligations regarding Assets (a) You agree to: (i) comply with any obligations relating to the Assets and rights to which stated in the Purchaser’s Group has access pursuant to Schedule, including any of the Ancillary Agreements, Supplementary Conditions; (ii) not use the Retained 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 be used by a member of the Seller’s Group in providing services to a member of the 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 procure those Assets; (iii) ensure You receive value for money in procuring any Assets; (iv) unless otherwise stated in the Sharing ArrangementsSchedule, comprise 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 and rights necessary for against theft, loss, damage or unauthorised use; (vi) maintain the Purchaser’s Group to carry on the EDS Business Assets in substantially the same manner as the EDS Business is conducted at the Signing date.good working order; 7.2 Each (vii) maintain appropriate insurance in respect of the EDS Assets is free from Third Party Rights, except Assets; (viii) be responsible for Permitted Encumbrances, maintaining any necessary registration and the relevant EDS Entity or member licensing of the Seller’s GroupAssets; (ix) not encumber or dispose of any Asset, as the case may beor deal with or use an Asset, has, and upon Conveyance other than in accordance with this Agreement 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 Purchaser will haveuse and any approved disposal of the Assets. (b) If we provide our prior written approval to the disposal of an Asset during the Term, full rightYou agree at Our direction to: (i) pay to Us within 20 Business Days of the date of the disposal, power the written down value of the Asset 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 authority 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) 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 EDS AssetsAsset 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, subject to (i) reservation or retention of title in the Ordinary Course, (ii) the requirement to obtain consent from counterparties less an amount equal to the Contracts sum of Your proportionate contribution to the novation or assignment thereof, purchase price of the Asset and Your reasonable costs of disposing of the Asset; or (iii) use the consent, approvals Asset on such terms and provisions set out conditions as may be approved in this Agreementwriting by Us. 7.3 The EDS Plants, EDS Equipment and Machinery, all (d) You agree that the consumables at the EDS Sites and the EDS Furniture, in each case, necessary for the operation proceeds from any disposal of any Asset are to be treated as if they are part of the EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary CourseFunds.

Assets. 7.1 Other than any (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Transferring Businesses and the Transferring Assets, taken as a whole, the Transferors have, or will have as of the Relevant Closing, good and valid title to, or other legal rights to possess and use the Transferred Assets and rights where non-availability for use by all of the EDS Business would not reasonably be expected to have a material effect on assets comprising the EDS BusinessTransferred Businesses, the EDS Assets free and EDS Entities, when taken together with clear of any Liens other than Permitted Liens. (b) Except (i) as set forth in the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary AgreementsDisclosure Letter, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 Excluded Services (as the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 defined in the Ordinary Course, (ii) the requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereofTransition Services Agreement), and (iii) as would not, individually or in the consentaggregate, approvals materially impair the operations of relevant Transferring Business or the relevant Transferring Assets (assuming all consents and provisions set out 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 that no such assumption shall be made to the extent GSK Parent is not in compliance with its obligations under Section 3 of this Agreement. 7.3 The EDS Plants), EDS Equipment the relevant Transferring Businesses, together with the benefits, services, assets, licenses, sublicenses and Machineryother rights and benefits to be provided to JVCo and its Subsidiaries pursuant to this Agreement, all the consumables at the EDS Sites Ancillary Implementing Agreements, and the EDS FurnitureTransaction Documents, do and will following any Relevant Closing, in each casethe aggregate, constitute all of the assets either used in or necessary for the operation JVCo Group to conduct the relevant Transferring Business as conducted as of the EDS date of this Agreement and as of the Relevant Closing. For the avoidance of doubt, whether any relevant Transferring Business are has all of the asset either used in satisfactory working order to the extent or necessary for the operation JVCo Group to conduct the relevant Transferring Business will be determined solely in respect of the EDS Business in the Ordinary Coursethat Transferring Business.

Assets. 7.1 Other than any 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) the Business as a going concern, and (b) all of the assets, properties and rights where non-availability of the Sellers used or held for use by primarily in the EDS Business would not reasonably be expected to have a material effect Business, of 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 “Assets”), free and clear of all Liens of any 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 Personal Property; (b) 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 EDS BusinessFinal Closing Date Balance Sheet; (d) all supplies, inventories, office equipment and other supplies; (e) to the EDS 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 EDS Entities, when taken together with collections of content/data (e.g. data bases and websites used in the Business or under development); (i) all FS Tech Software (including documentation and related object and source codes) currently used, or in development for use, by the Assets and rights to which the Purchaser’s Group has access pursuant to any Sellers as part of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, except for Permitted EncumbrancesBusiness, and the relevant EDS Entity all other software used or member of the Seller’s Group, as the case may be, has, and upon Conveyance held for use primarily 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 Ordinary Course, (ii) the 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 EDS 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 is contemplated by Section 2.2(j), the 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 and the Business are in satisfactory working order except to the extent necessary for the operation required by Law or otherwise specifically excluded under Section 2.2; (p) all bank accounts of the EDS Business Business, a list of which is set forth in Schedule 3.11; and (q) all information, files, records, data, plans, contracts and recorded knowledge, including customer and supplier lists, related to the Ordinary Courseforegoing. Schedule 2.1(r) sets forth a list of all material Assets located at the University Park, Illinois facility, all of which shall constitute Assets hereunder except to the extent identified on Schedule 2.2(k) as an Excluded Asset.

Assets. 7.1 Other than All material assets and properties of the Transferred Business (excluding any Assets Intellectual Property, IT Systems and rights where non-availability for use by Personal Information included therein, which are the EDS Business would not reasonably be expected subject of the representations and warranties set forth in Section 4.14), are in good operating condition and repair, normal wear and tear excepted, and are useable in the Ordinary Course. Subject to have a material effect on the EDS Businessimmediately following sentence, the EDS Assets and EDS EntitiesTransferred Assets, when taken together with the other assets, properties and rights of the Transferred Companies and the licenses and services to be provided under the Ancillary Documents, constitute all material assets, properties and rights of Seller and its Subsidiaries used by Seller and its Subsidiaries to provide the ILEC Services (and 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: (i) the Assets and Transferred Companies may not have those assets, properties, rights to or services listed or described on Seller Schedule 4.17, which the Purchaser’s Group has access pursuant to any may be used as of the Ancillary Agreementsdate of this Agreement or immediately prior to the Closing by Seller and its Subsidiaries to provide the ILEC Services, (ii) the Retained Excluded Assets to may be used by a member as of the Seller’s Group in providing services date of this Agreement or immediately prior to a member of the Purchaser’s Group under any of Closing by the Ancillary AgreementsSeller and its Subsidiaries to provide the ILEC Services, 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) certain licenses and services to be provided under the Sharing ArrangementsAncillary Documents, comprise which licenses and 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 Assets transactions contemplated by this Agreement and rights necessary for the Purchaser’s Group Ancillary Documents and (v) this Section 4.17 does not constitute a representation or warranty regarding infringement, 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 carry customers on the EDS Business in substantially the same manner as the EDS Business is conducted at the Signing date. 7.2 Each date of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the requirement to obtain consent from counterparties immediately prior to the Contracts to the novation or assignment thereof, and (iii) the consent, approvals and provisions set out in this AgreementClosing. 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other (a) Such Contributed Subsidiary owns (and in which case has good and marketable title, free and clear of 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) Each Contributed Subsidiary’s Assets, together with any Shared Assets and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entitiesservices 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), when taken together with include: (i) all Manufacturing Assets, computers and other electronic data processing equipment, fixtures, furniture, motor vehicles and other transportation equipment and other tangible personal property that, in the Assets aggregate, are sufficient and rights 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), which tangible personal property is, in all material respects (1) in good operating condition and repair, (2) adequate for the uses to which the Purchaser’s Group has access pursuant to any it is being put, and (3) not in need of the Ancillary Agreementsmaintenance or repairs except for ordinary, routine maintenance and repairs; (ii) assuming that any required Consents have been obtained, all Governmental Approvals, in the Retained Assets aggregate, that are sufficient and necessary for such Contributed Subsidiary to be used 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 a member of the Seller’s Group in providing services to a member of the 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 Transaction Documents); (iii) the Sharing Arrangements, comprise all the Assets Intellectual Property that is sufficient and rights necessary for such Contributed Subsidiary to continue immediately after the PurchaserClosing to operate such Contributed Subsidiary’s Group to carry on the EDS Business in a manner substantially similar to the same manner in which it is currently operated in all material respects (except as otherwise contemplated by the EDS 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 is conducted at in a manner substantially similar to the Signing datemanner in which it was operated as of the date of this Agreement in all material respects (except as otherwise contemplated by the Transaction Documents). 7.2 Each (c) As of the EDS Assets is free from Third Party RightsClosing, except for Permitted Encumbrancesno Contributed Subsidiary will be involved, and the relevant EDS Entity directly 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 Ordinary Course, (ii) the 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 Furnitureindirectly, in each case, necessary for any business other than the operation of the EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary CourseBusiness.

Assets. 7.1 Other than any Assets (a) The Company and rights where non-availability 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 EDS Business Company or any of its Subsidiaries (all such properties and assets being referred to as the “Assets”), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries has good title to, or in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Assets, free and clear of all Liens, except for Permitted Liens and defects in title or leasehold interests that would not reasonably be expected to have, individually or 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 date 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 valid and enforceable rights to use under existing deeds, franchises, easements or licenses, or valid and enforceable leasehold interests in, all of its tangible personal properties, rights and assets necessary to carry on their businesses as now being conducted, except for such defects that, individually or in the aggregate, would not reasonably be expected to have a material effect on Company Material Adverse Effect, applying customary standards in the EDS Businesssteel industry. All such tangible personal properties, the EDS Assets rights and EDS Entitiesassets, when taken together with (i) the Assets other than properties, rights and rights to assets in which the Purchaser’s Group Company has access pursuant to any a leasehold interest, are free and clear of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party RightsLiens, except for Permitted Encumbrances, Liens and the relevant EDS Entity defects in title or member of the Seller’s Group, as the case may be, has, and upon Conveyance in accordance with this Agreement the Purchaser will leasehold interests that would not reasonably be expected to have, full right, power and authority to dispose of the EDS Assets, subject to (i) reservation individually or retention of title in the Ordinary Courseaggregate, (ii) the 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 Agreementa Company Material Adverse Effect. 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other (a) TDY and the Transferred Subsidiaries, in the aggregate, own, lease, license or have the legal right to use, or will at or immediately prior to the Closing, own, lease, license or have the legal right to use all material Tungsten Materials Assets, free and clear of all Encumbrances, other than any Assets Permitted Encumbrances; provided, that the foregoing shall not apply to Real Property and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect on the EDS BusinessIntellectual Property, which are covered in Section 3.13 and Section 3.14, respectively. (b) The Tungsten Materials Assets, together with other Assets, the EDS 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 and EDS Entities, when taken together with (other than (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary AgreementsNon-Transferable Permits, (ii) the Retained services of Governmental Authorities or third party utility providers (and Assets of Governmental Authorities or third party utility providers related to be used the provision of such services) provided to the Tungsten Materials Business of a type generally provided by a member of the Seller’s Group in providing services Governmental Authorities or third party utility providers to a member of the 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 similarly situated Persons and (iii) Excluded Shared Contracts) which are required for Buyer and its Subsidiaries to operate the Sharing Arrangements, comprise all Tungsten Materials Business substantially in the Assets and rights necessary for the Purchaser’s Group to carry manner in which it is conducted on the EDS Business in substantially date hereof; provided, that the same manner as foregoing is subject to the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rightslimitation that certain transfers, except for Permitted Encumbrancesassignments, licenses, sublicenses, leases and the relevant EDS Entity or member of the Seller’s Group, subleases (as the case may be) of Actions, hasAssets, 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 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 that such matters are addressed in the Ordinary Course, (ii) the requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereof, Related Agreements and (iii) the consent, approvals Sections 5.17 and provisions set out in 5.18 of 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 (c) None of the EDS Business are Transferred Subsidiaries is engaged in satisfactory working order to any business other than the extent necessary for the operation of the EDS Business in the Ordinary CourseTungsten Materials Business.

Assets. 7.1 Other than any After the transfer of the Transferred Assets and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entities, when taken together with (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any the Local Agreements the Purchasing Subsidiaries, with the exception of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 cash necessary for the Purchaser’s Group to carry on the EDS 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 explicitly set out in this Agreement or any lease agreement or license agreement to be entered into pursuant to this Agreement, the Business does not use or require any assets (other than the Transferred Assets) or 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 substantially the ordinary course of business and in the same fashion and manner as prior to the EDS Business is conducted at Closing Date. The inventory transferred pursuant to the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, except for Permitted Encumbrances, Local Agreements and the relevant EDS Entity inventory owned by the Companies consists only of raw material which meets the agreed or member otherwise applicable product specification and which is in a condition to be processed in the Business and of the Seller’s Group, end products or intermediate products which – as the case may be, has, be – meet the agreed or otherwise applicable specifications and upon Conveyance are in accordance with this Agreement 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 Closing Date as well as any warranty claims regarding raw material supplied by Purchaser and Affiliated Companies of Purchaser will have, full right, power and authority to dispose be properly reflected in the computation of the EDS AssetsClosing Date Net Working Capital Amount. On the receivables transferred pursuant to the Local Agreements and the receivables owned by the Companies the amount which is reflected in the computation of the Closing Date Net Working Capital Amount can be collected on the applicable due date, subject to (i) reservation or retention art. 5.6 of title in the Ordinary Course, (ii) the 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 (a) 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 currently conducted and, immediately after the Closing, shall be sufficient for Buyer to continue to operate and conduct such Specified Business in all material respects as currently conducted. At the Closing (after giving effect to the Transaction), Buyer or its designated Affiliate will have good and marketable title to (or in the case of Transferred Assets that are leased, valid leasehold interests in) the Transferred Assets (other than those held by the Transferred Joint Venture Entities) free and clear of any Encumbrances, other than Permitted Encumbrances (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) 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 and rights where non-availability for use that are Primarily Related to any portion of the Business other than the portion of the Business conducted by the EDS 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. (c) The 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 would not reasonably be expected except to have a material effect on the EDS Businessextent Buyer has otherwise so consented. Other than the Friendco Transferred Assets, the EDS Transferred Assets and EDS Entitiesthe Excluded Assets, when taken together with (i) the there are no Assets and rights to which the Purchaser’s Group has access pursuant to of Seller or any of its Affiliates Related to the Ancillary Agreements, Business. (iid) the Retained Assets to be used by a member Schedule 3.20(d) of the Seller’s Group in providing services to Seller Disclosure Schedule sets forth a member true and complete list of all of the Purchaser’s Group under any of the Ancillary Agreementsmaterial Assets Related to each Specified Business owned, or to be held by, leased or licensed by any Subsidiary of Seller that is not a member Debtor. (e) Other than the Transferred Joint Venture Entities, the Transferred Investments and the wholly owned Subsidiaries of Seller and as set forth on Schedule 3.20(e) of the Seller’s Group to a member of the Purchaser’s Group under Seller Disclosure Schedule, Seller and its Affiliates have no Equity Securities in any of the Ancillary Agreements and (iii) the Sharing Arrangements, comprise all the Person which holds Assets and rights necessary for the Purchaser’s Group to carry on the EDS Business in substantially the same manner as the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the requirement to obtain consent from counterparties Primarily Related to the Contracts to operations and business conducted by the novation or assignment thereof, and (iii) the consent, approvals and provisions set out in this AgreementCable Systems. 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than any Assets and rights where non-availability for use by the EDS Business (a) Except as would not reasonably be expected expected, individually or in the aggregate, to have a be material effect on to the EDS Diversey Business, taken as a whole, the EDS 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 EDS Entitiesthe Diversey Assets owned, when taken leased, or licensed by the Transferred Diversey Companies and their Subsidiaries will, together with the assets conveyed under, rights granted under, or the 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 Assets Closing primarily, used in, held for use in, or related to the Diversey Business and rights (ii) subject to which the Purchaser’s Group has access pursuant to any receipt of the Ancillary 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 (including the Transferred Diversey Companies and their Subsidiaries) 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 reflected in the Financial Statements (except for Cash and Cash Equivalents), other than, in each case, (i) Non-Transferable Permits, (ii) the Retained Assets to be used by a member services of the Seller’s Group in providing services to a member Governmental Authorities or third party utility providers (and assets of the Purchaser’s Group under any of the Ancillary Agreements, Governmental Authorities 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the requirement to obtain consent from counterparties third party utility providers related to the Contracts provision of such services) provided to the novation Diversey Business of a type generally provided by Governmental Authorities or assignment thereofthird party utility providers to similarly situated Persons, and (iii) Excluded Shared Contracts. Assuming Exhibit D is not amended after the consent, approvals and provisions set out in date of this Agreement, 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. 7.3 The EDS Plants(c) Other than as included in the Acquired Diversey Assets or held by the Transferred Diversey Companies and their Subsidiaries, EDS Equipment and Machineryno Affiliate, all executive officer, or director of any Seller (i) owns any material property or right, tangible or intangible, which is used or held for use in connection with, or that relates to, the consumables at the EDS Sites and the EDS FurnitureDiversey Business, in each case, necessary for the operation (ii) has any claim or cause of action against any of the EDS Business are in satisfactory working order to Acquired Diversey Assets or the extent necessary for Transferred Diversey Companies or any of their Subsidiaries, or (iii) owes any significant amounts to, or is owed any significant amounts by, the operation of the EDS Business in the Ordinary CourseDiversey Business.

Assets. 7.1 Other than any Assets (a) Assuming the receipt of the filings, notices, permits, authorizations, registrations, consents and approvals referred to in Section 3.4, the assets, properties, goods, privileges, permits, Contracts, services and rights where non-availability for use by of whatever kind or nature, real, personal or mixed, tangible or intangible, of the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Transferred Entities, when taken together with (i) the Purchased Assets and rights the services to which be provided under the Purchaser’s Group has access pursuant to any of the Ancillary AgreementsTransition Services Agreement, (ii) the Retained Assets referred to be used by a member on Exhibit B of the Seller’s Group in providing services to a member of the 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 Letter Agreement and (iii) the Sharing ArrangementsBusiness Employees transferred to Purchaser and its Affiliates pursuant to this Agreement, comprise will, as of the Closing, constitute all of the Assets assets, rights, properties and rights necessary services that are used, held for use or are necessary, and are sufficient, to allow Purchaser immediately after the Purchaser’s Group Closing to carry conduct the Business in the form and manner as conducted by the Transferred Entities on the EDS Business in substantially the same manner date hereof and as the EDS Business is expected to be conducted at on the Signing date. 7.2 Each of Closing Date. The Business’s assets included in the EDS Purchased Assets is or owned by the Transferred Entities are (a) free from Third Party Rightsany material defects, 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 (b) have been maintained 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 Ordinary Course, (ii) the requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereofnormal industry practice, and (iiic) are in good operating condition and repair (subject to normal wear and tear consistent with the consentage of such assets). As of the Closing, approvals and provisions set out in this Agreementthe Transferred Entities shall employ all of the personnel whose time is primarily devoted to the conduct of the Business. 7.3 The EDS Plants(b) Immediately following the Reorganization and as of the Closing, EDS Equipment the Transferred Entities will have (x) good and Machinery, marketable title to all assets purported to be owned by the consumables at the EDS Sites Transferred Entities and the EDS FurniturePurchased Assets (other than with respect to any Permitted Liens), and (y) a valid leasehold interest in or license for all of the assets and properties (tangible and otherwise) that they purports to lease or license, in each case, necessary for the operation case free and clear of all Liens. As of the EDS Business Closing, none of the Transferred Entities or Purchased Assets shall be subject to any Liabilities that are in satisfactory working order not Related to the extent necessary for the operation of the EDS Business in the Ordinary CourseBusiness.

Assets. 7.1 Other (a) Each Acquired Company owns good and marketable title to, or a valid leasehold interest in, free and clear of all Liens other than any Assets Permitted Liens, all of the properties and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect assets (whether real, personal, or mixed and whether tangible or intangible) which are shown on the EDS 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 EDS Assets business of any of the Acquired Companies. The Assigned Contracts Schedule included in the Disclosure Letter contains a true, complete and EDS Entitiescorrect list of all contracts, when taken together with (i) the Assets agreements, arrangements and rights understandings to which the Purchaser’s Group has access pursuant to any Parent or Affiliates of the Ancillary Agreements, Parent (iiother than the Acquired Companies) are a party which primarily relate to the Retained Assets to be used by a member business of the Seller’s Group Acquired Companies as conducted in providing services the ordinary course, except those such contracts, agreements, arrangements and understandings which exclusively relate to a member the business of the Purchaser’s Group under any Acquired Companies. (b) The buildings, machinery, equipment, personal properties, vehicles, and other tangible assets of the Ancillary AgreementsAcquired Companies (other than the TH JV's), or and to be leased or licensed by a member the knowledge of the Seller’s Group to a member of Parent, the Purchaser’s Group under any of TH JV's, located upon or used in connection with the Ancillary Agreements Real Property are operated in conformity in all material respects with all applicable laws and (iii) the Sharing Arrangements, comprise all the Assets regulations and rights necessary for the Purchaser’s Group to carry on the EDS Business in substantially the same manner as the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 are usable in the Ordinary CourseCourse of Business. The Acquired Companies (other than the TH JV's), (ii) the requirement to obtain consent from counterparties and to the Contracts to knowledge of the novation Parent, the TH JV's, own, license under valid licenses or assignment thereoflease under valid leases all buildings, machinery, equipment, and other tangible assets, other than Cash (iii) except for equity securities of 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 caseAcquired Companies), necessary for the operation conduct of the EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Coursetheir business as currently conducted.

Assets. 7.1 Other than 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 Assets 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 where non-availability for use 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) 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 EDS Business would Loan Documents that the Administrative Agent is required to exercise in writing as 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 reasonably have any duty to disclose, and shall not be expected 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 material effect on Lender, and the EDS Business, the EDS Assets and EDS Entities, when taken together with Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreementsstatement, warranty or representation made in or in connection with any Loan Document, (ii) the Retained Assets to be used by a member contents of the Seller’s Group any certificate, report or other document delivered hereunder or in providing services to a member of the Purchaser’s Group under connection with any of the Ancillary AgreementsLoan Document, 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 Arrangementsperformance or observance of any of the covenants, comprise 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 paragraph, 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 Company, to appoint a successor. If no successor shall have been so appointed by the 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 Lenders and the Issuing Banks, 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 successor, such successor shall succeed to and become vested with all the Assets rights, powers, privileges and rights necessary for the Purchaser’s Group to carry on the EDS Business in substantially the same manner as the EDS Business is conducted at the Signing date. 7.2 Each duties of the EDS Assets is free from Third Party Rights, except for Permitted Encumbrancesretiring Administrative Agent, and the relevant EDS Entity 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 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 member omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further acknowledges that it is engaged in making, acquiring or 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 Seller’s GroupLenders, 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 such principal or interest has become due and payable pursuant to the terms of this Agreement. In its capacity, 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 to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) 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 bebe 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, hasthe 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 described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the 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 Conveyance in accordance with this Agreement at least five (5) Business Days’ prior written request by the Purchaser will haveCompany to the Administrative Agent, full right, power the Administrative Agent shall (and authority is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to dispose evidence the release of the EDS AssetsLiens 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, subject to however, that (i) reservation or retention of title the Administrative Agent shall not be required to execute any such document on terms which, in the Ordinary CourseAdministrative 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 requirement to obtain consent from counterparties to Secured Obligations or any Liens upon (or obligations of the Contracts to Company or any Subsidiary in respect of) all interests retained by the novation Company or assignment thereofany Subsidiary, and including (iiiwithout limitation) the consent, approvals and provisions set out in this Agreement. 7.3 The EDS Plants, EDS Equipment and Machineryproceeds of the sale, all the consumables at the EDS Sites and the EDS Furniture, in each case, necessary for the operation of which shall continue to constitute part of the EDS Business are Collateral. Any execution and delivery by the Administrative Agent of documents in satisfactory working order connection with any such release shall be without recourse to or warranty by the extent necessary for the operation Administrative Agent. In case of the EDS Business 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 Ordinary Course.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 declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company or any other Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

Assets. 7.1 Other than any Assets and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entities, when taken together with (i) Each tangible asset included in the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS CLI Assets is free from Third Party Rightsmaterial defects, 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 purposes for which it presently is used. (ii) Section 3.05(e)(ii) of the Disclosure Schedule sets forth a true, correct 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 true and lawful owner of the CLI Assets, free and clear of all Encumbrances of any kind the, except as set forth on Section 3.05(e)(ii) of the Disclosure Schedule (the "Permitted Encumbrances"). The delivery by CLI to the LLC of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the CLI Assets in the LLC, 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 Permitted Encumbrances, and the relevant EDS Entity or member . (iii) Section 3.05(e)(iii) 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 Disclosure Schedule sets forth (i) reservation or retention a list of title all items of tangible personal property included in the Ordinary CourseCLI 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 business of CLI, and (ii) a description of the requirement to obtain consent from counterparties owner of, and any agreement relating to the Contracts use of, each item of Personal Property in the possession of, but not owned by, CLI and the 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 novation end of the relevant lease term or assignment as otherwise contemplated by the applicable agreement between CLI and the owner or lessor thereof, and the obligations of CLI (iiior its successor) the consent, approvals and provisions set out in this Agreementto such owner or lessor will be discharged. 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any Assets and rights where non-availability for use other Loan Document executed by the EDS Business would not reasonably be expected to have a material effect or on the EDS Business, the EDS Assets and EDS Entities, when taken together with (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any behalf of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 Lenders and (iii) the Sharing Arrangements, comprise shall have all the Assets rights, benefits and rights necessary for obligations of a Lender under the Purchaser’s Group Loan Documents, to carry on the EDS Business in substantially the same manner extent as the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, except for Permitted Encumbrancesif it were an original party thereto, and the relevant EDS Entity transferor Lender shall be released from any further obligations with respect to the Outstanding Credit Exposure assigned to such Purchaser without any further consent or member action by the Borrower, USI, the Lenders or the Agent. In the case of an assignment covering all of the Sellerassigning Lender’s Grouprights, as benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the case may be, hasbenefits of, and upon Conveyance subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Agreement Section 12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser will havedesires that its Revolving Loans be evidenced by Notes, full rightmake appropriate arrangements so that, power upon cancellation and authority surrender to dispose the Borrower of the EDS AssetsNotes (if any) held by the transferor Lender, subject new Notes or, as appropriate, replacement Notes are issued to (i) reservation or retention of title in the Ordinary Coursesuch transferor Lender, (ii) the requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereofif applicable, and (iii) the consentnew Notes or, approvals and provisions set out in this Agreement. 7.3 The EDS Plantsas appropriate, EDS Equipment and Machineryreplacement Notes, all the consumables at the EDS Sites and the EDS Furnitureare issued to such Purchaser, in each casecase in principal amounts reflecting their respective Commitments (or, necessary for if the operation of Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Each Purchaser shall not be entitled to receive any greater payment under Section 3.5 than the EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Coursetransferor Lender would have received had such transfer not occurred.

Assets. 7.1 Other than any Subject to the terms and conditions set forth in this Agreement, at and effective as of the Closing, the Seller shall, and shall cause the Selling Affiliates to, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall, or shall cause its Affiliates to, purchase and accept, all of the Seller’s and the Selling Affiliates’ rights, title and interest in and to the Purchased Assets and rights where non-availability for use held by the EDS Seller or the Selling Affiliates as of the Closing Date, free and clear of 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 would not reasonably be expected or (iii) that constitutes a Shared Contract, but only the portion of such Shared Contract exclusively related to have a material effect on the EDS BusinessBusiness ((i)-(iii), collectively, “Purchased Contracts”); (b) the EDS Assets and EDS Entities, when taken together with 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) the Assets Books and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary AgreementsRecords and Regulatory Documentation, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the 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, but excluding in each casecase any attorney work product, necessary for the operation of the EDS Business are in satisfactory working order attorney-client communications and other items protected by attorney-client or other legal privilege unless such books and records can be transferred without losing such privilege; provided, that to the extent necessary for there are books and records that include information related to the operation 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 will provide copies thereof, appropriately redacted to exclude unrelated information; (j) all goodwill associated with the Business; (k) all guaranties, warranties, indemnities, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery and similar rights that have been ​ made by any predecessors in title, manufacturers or suppliers and other third parties relating to the Exploitation of the EDS Business in Purchased Assets from and after the Ordinary CourseClosing Date; and (l) 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 Purchased Assets.

Assets. 7.1 Other than any Assets (a) Upon the terms and rights where non-availability for use by subject to the EDS Business would not reasonably be expected to have a material effect conditions set forth in this Agreement and on the EDS Businessbasis of the representations, warranties, covenants and agreements herein contained, at the Servicing Closing, Purchaser shall (and hereby does) purchase, acquire and accept from Sellers, and Sellers shall (and hereby do) sell, transfer, assign, convey and deliver to Purchaser, all of Sellers’ right, title and interest in and to the following assets of Sellers (collectively, the EDS Assets “Servicing Assets”), free and EDS Entities, when taken together with clear of all Encumbrances other than restrictions expressly imposed under the Servicing Agreements (Securitization): (i) the Assets Servicing Rights and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, Obligations; (ii) all Files and Records relating to any item of the Retained Assets Servicing Rights and Obligations, except to the extent required by Law or Contract to be used retained by a member of the Seller’s Group in providing services to a member of the 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 Sellers; and (iii) the Sharing Arrangements, comprise all the Assets and rights necessary for the Purchaser’s Group to carry Proceedings existing on the EDS Business Servicing Closing Date constituting ordinary course collection litigation by any Seller as servicer in substantially respect of any loan serviced under the same manner as Servicing Agreements (Securitization). (b) Upon the EDS Business is conducted terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Signing date. 7.2 Each Platform Closing, Purchaser shall 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 EDS Assets is following assets of Sellers (collectively, the “Collections Platform Assets” and, together with the Servicing Assets, the “Assets”), free from Third Party Rights, except for and clear of all Encumbrances other than 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 those assets of title in Sellers related to Sellers’ loan collections activities which shall be listed on Section 1.01(b) of the Ordinary Course, Platform Disclosure Schedules as and when identified by Purchaser prior to the Platform Closing; and (ii) the 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 EDS Business are in satisfactory working order Proceedings against any third Person to the extent necessary for relating to the operation of Collections Platform Assets and the EDS Business in the Ordinary CourseAssumed Platform Liabilities.

Assets. 7.1 Other than any (a) Each Asset Selling Corporation owns, leases or has the legal right to use all of its Conveyed Assets. Each Asset Selling Corporation has good title to (or in the case of leased Conveyed Assets, valid leasehold interests in) all its Conveyed Assets free and rights where non-availability clear of all Liens except for use Permitted Encumbrances. (b) To the Knowledge of Parent, assuming sufficient liquidity is available to Purchaser and a sufficient workforce of employees is employed by Purchaser after the EDS Business would not reasonably be expected to have a material effect on the EDS BusinessClosing, the EDS Assets and EDS Entities, when taken together with (i) the Conveyed Assets (with the Excluded Assets that are used in the Business), as of the date hereof and those assets used by the Business that are to be retained by Parent and its Affiliates but used to provide services and products to Purchaser pursuant to the Transition Agreement (assuming performance by Purchaser under such agreement) constitute all the properties, assets and rights sufficient to which conduct the Purchaser’s Group has access pursuant to any Business in all material respects as conducted as of the Ancillary Agreements, date of this Agreement (except for changes in the Business contemplated by the Transition Agreement) and (ii) the Retained Conveyed Assets to be used by a member include all of the Seller’s Group in providing services to a member manufacturing equipment of the Purchaser’s Group under any 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 Ancillary AgreementsAsset 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 to be leased warranties regarding (A) any future results or licensed by a member success of the Seller’s Group to a member Business following the Closing, (B) any anticipated or actual future operating or financial performance of the Purchaser’s Group under Business and/or the Purchaser following the Closing, (C) the availability or sufficiency of any insurance for the benefit of the Ancillary Agreements and Business and/or (iiiD) 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 the EDS Business is conducted at the Signing date. 7.2 Each sufficiency of the EDS Conveyed Assets is free from Third Party Rights, except for Permitted Encumbrances, and any period following the relevant EDS Entity or member effectiveness 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 Ordinary Course, (ii) the 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 AgreementClosing. 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 (a) Other than any Assets and rights where non-availability for use by the EDS Business would not reasonably be expected with respect to have a material effect on the EDS Businessreal property matters (which are exclusively addressed in Section 3.16), the EDS Assets and EDS Entities, when taken together with (i) the Assets Seller Group, as applicable, has good and rights to which marketable title to, or a valid leasehold interest in, as applicable, the Purchaser’s Group has access pursuant to any of the Ancillary Agreementstangible material Separately Owned Acquired Assets, and (ii) the Retained Assets Acquired Companies have good and marketable title to, or a valid leasehold interest in, as applicable, all of their respective material, tangible assets, in each case free and clear of any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released or terminated upon the applicable Closing. Each such asset is free from defects in all material respects, has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to be used by a normal wear and tear). (b) Upon the applicable Closing and except as set forth on Schedule 3.7(b) of the Seller Disclosure Schedule, the applicable member of the Seller’s Purchaser Group in providing services to will acquire good and valid title to, or a member valid leasehold interest in, as applicable, the tangible material Separately Owned Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. (c) Assuming the employment or replacement by the Purchaser of substantially all of the Purchaser’s Group under any U.S. Employees of the Ancillary Business, the non-U.S. Employees of the Business and the individual independent contractors of the Business, in each case as of the applicable Closing Date, and provided that on the Initial Closing Date the Purchaser replaces the assets specified in Sections 1.2(a), (c), (d), (f) and (l) as well as the Excluded Services and the services of the Designated Employees, the Acquired Assets, taking into account all provisions of this Agreement and the other Transaction Agreements, or will be sufficient to be leased or licensed by a member enable the Purchaser Group to conduct all material functions of the Seller’s Business immediately following the Initial Closing, with respect to the Business and Acquired Assets acquired at the Initial Closing, substantially as conducted by the Seller Group to a member and the Acquired Companies as of the Purchaser’s Group under any date 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than (a) Except as set forth on Schedule 2.7(a), Seller has good and marketable title to all of the Assets, free and clear of all Encumbrances, excluding any Assets and rights where non-availability for use Encumbrance, defect in title to, or default or breach in the terms of, the Assumed Contracts that may arise by the EDS Business would not reasonably be expected to have a material effect on Parties having agreed that Seller shall assign, and the EDS Businessassignment of, the EDS Assets 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 EDS Entitiesdelivery 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, when taken together with free and clear of all Encumbrances, excluding (i) any Encumbrance upon the Assets and rights to which arising from the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, Assumed Liabilities appearing on Schedule 1.5; (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 those items described on Schedule 2.7(a); and (iii) any Encumbrance, defect in title to, or default or breach in the Sharing Arrangementsterms of, comprise all 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) By acquiring the Assets as contemplated by this Agreement, Purchaser will be acquiring all assets and rights properties used by the Seller in the conduct of the Business and necessary to conduct the Business 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 Business (and no asset, right or interest related to or employed in or reasonably necessary for the Purchaser’s Group to carry on conduct of the EDS Business in substantially Business) is owned or held by any Person other than the same manner as the EDS Business is conducted at the Signing dateSeller. 7.2 Each of the EDS (c) The Assets is free from Third Party Rightsare in good condition and repair, except for Permitted Encumbrancesordinary 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 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, real property subject to the Leases (the “Leased Properties”). With respect to the Leased Properties: (i) reservation The Seller 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 retention threatened condemnation actions or special assessments of title in any nature on the Ordinary CourseLeased 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 requirement to obtain consent from counterparties best of Seller’s knowledge, there are no pending or contemplated changes in any regulation or private restriction applicable to the Contracts to the novation Leased Properties or assignment any part thereof, and or any pending or threatened judicial or administrative action by adjacent landowners or other Persons or any natural or artificial condition adversely affecting the Leased Properties or any part thereof. (iii) To the consentbest of Seller’s knowledge, approvals and provisions set out 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 this Agreement.bankruptcy or under any other debtor relief Laws contemplated by a pending or threatened action or suit against the Seller or the Leased Properties; 7.3 The EDS Plants(v) To the best of Seller’s knowledge, EDS Equipment and Machineryno Person has, all the consumables or at the EDS Sites and the EDS FurnitureClosing Date shall have, in each case, necessary for the operation any right or option to acquire all or any portion of the EDS Business are in satisfactory working order to Leased Properties; and (vi) To the extent necessary for the operation best of Seller’s knowledge, no portion of the EDS Business in Leased Properties shall be subject at the Ordinary CourseClosing Date to any agreement (written or oral) adversely affecting Seller’s right as Lessee, except the Leases.

Assets. 7.1 Except as set forth in Section 3.14(a) of the Disclosure Schedule, the Purchased Entities and the Asset Sellers (with respect to the Acquired International Structured Finance Business) own or lease (or, after giving effect to transfer of the Other than any Acquired Business Assets pursuant to Section 5.12, will own or lease) all Property required to conduct each Acquired Business in the ordinary and rights where non-availability usual course of businesses consistent with their respective past practices (collectively, the "Assets"). Except as set forth in Section 3.14(a) of the Disclosure Schedule, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, each Purchased Entity will have good and valid title to all Property used or held for use by it, free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth in Section 3.14(a) of the EDS Disclosure Schedule, no Purchased Entity and no Asset Seller (with respect to the Acquired International Structured Finance Business) is a lessee under any lease of tangible personal Property involving annual aggregate payments in respect thereof in excess of $600,000 other than those which may be canceled by such Purchased Entity or Asset Seller without any payment or penalty upon no more than 30 days' prior notice. Except as set forth in Section 3.14(a) of the Disclosure Schedule, the consummation of the Acquisition will not give rise to any right of any Person to (x) terminate any Purchased Entity's right or entitlement to use any Property currently used or employed by it in the conduct of the Acquired Businesses as presently conducted by it or (y) require that any Purchased Entity obtain a consent or pay a fee in order to continue to use any Property currently used or employed by it in the conduct of the Acquired Businesses as presently conducted by it. To Seller's Knowledge, all Property of which a Purchased Entity is (or, after giving effect to transfer of the Other Acquired Business would Assets pursuant to Section 5.12 hereof, will be) the lessee or obligor are in full force and effect according to their terms and there are no outstanding defaults thereunder, except for any defaults which could not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entities, when taken together with give rise to any (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any right of the Ancillary Agreementstermination thereunder, (ii) right by any Person to recover Losses, charges, penalties or fees against any Purchased Entity in excess of $100,000, in the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the Purchaser’s Group under any of the Ancillary Agreements, aggregate 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 the EDS Business is conducted at the Signing dategrant of injunctive or equitable relief against any Purchased Entity. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other (a) Seller and its Subsidiaries own, lease, license or have the legal right to use, all Acquired Assets, in 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 and rights where non-availability for use by the EDS Business as would not reasonably be expected to, individually or in the aggregate, adversely affect the Business in any material respect. Further, (i) each Acquired Entity will, as of the Closing (but without giving effect to the Sale), own, lease or license all of the Acquired Assets that are owned, leased or licensed by such Acquired Entity as of the date hereof or that have a been assigned, conveyed or transferred to such Acquired Entity prior to the Closing, free and clear of all Encumbrances, other than Permitted Encumbrances, and (ii) 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) and (ii), except for such failures to own, lease, license, have the legal right to use or have the economic benefits of any Acquired Assets as would not reasonably be expected to, individually or in the aggregate, adversely affect the 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 on to the EDS BusinessSale) the Acquired Assets, the EDS Assets and EDS Entities, when taken together with (i) the Assets rights, services and rights other benefits made available to which Buyer, the Purchaser’s Group has access pursuant to any of Acquired Entities and their respective Affiliates in the Ancillary Transition Services Agreement and the Trademark License Agreements, (ii) the Retained Assets Permits, agreements and/or other documents to be used by a member obtained or entered into, as applicable, pursuant to Section 5.6 (disregarding, for purposes of the Seller’s Group in providing services to a member of the Purchaser’s Group under this Section 3.6(b), any Permits, agreements and/or other documents that Buyer or 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 its Affiliates has in substantially the same manner as the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereofits possession), and (iii) the consentShared Assets, 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 EDS Business are in satisfactory working order to the extent necessary they benefit the Business, constitute all the material assets, properties and rights owned, leased, licensed, used or held for use by Seller and its Subsidiaries (in each case solely with respect to the operation Business) to conduct the Business in all material respects as conducted by Seller immediately prior to the Closing Date. (c) Except as set forth on Section 3.6(c) of the EDS Business in the Ordinary CourseSeller Disclosure Schedule, (i) all material Inventory is owned by Seller or its Affiliates free and clear of any Encumbrances (except for Permitted Encumbrances) and (ii) no Inventory is held on consignment.

Assets. 7.1 Other (a) Except as set forth on Schedule 3.11(a), the Companies have good and marketable title to, or valid 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 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 (other than properties and assets disposed of for fair consideration in the ordinary course of business since the dates of such balance sheets and except for Liens disclosed on such balance sheets (including any Assets 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 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 where non-availability 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 use the avoidance of doubt, the New Leases and excluding, for the avoidance of doubt, the leases replaced by the EDS Business would not reasonably be expected to New Leases (collectively, the “Realty Leases”). The Companies have a material effect 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 the EDS BusinessSchedule 3.11(c), the EDS Assets and EDS Entities, when taken together with respect to each Realty Lease: (i) the Assets Realty Lease is legal, valid, binding, enforceable and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, in full force and effect; (ii) the Retained Assets to be used by a member none of the Seller’s Group in providing services Companies nor any of their Subsidiaries nor, to a member the Knowledge of the Purchaser’s Group 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 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 Realty Lease; (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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party RightsRealty Lease has not been modified, 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 Ordinary Course, (ii) the 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 EDS Business are in satisfactory working order to the extent necessary for that such modifications are disclosed by the operation lease documents delivered to Buyer; (iv) none of the EDS Business Companies nor any of their Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Ordinary CourseRealty Lease and (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 will not otherwise cause such Realty Lease to cease to be legal, valid, binding or enforceable and in full force and effect on identical terms following the Closing.

Assets. 7.1 Other (a) The Seller has good title to, or, in the case of leased, subleased, licensed or sublicensed Purchased Assets (other than the Software), valid and subsisting leasehold or license interests, as the case may be, in, all the Purchased Assets, free and clear of any Assets and rights where non-availability for use by Encumbrances, except Permitted Encumbrances. To the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entities, when taken together with (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, (ii) the Retained Assets to be used by a member knowledge of the Seller’s Group in providing services , the Seller has valid and subsisting licenses for the Software licensed to a member the Seller, free and clear of any Encumbrances, except for Permitted Encumbrances and licenses of Publicly Available Software. (b) Except as set forth on Section 3.18 of the Purchaser’s Group under any Disclosure Schedules, 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. (c) The Seller has the complete and 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 Ancillary AgreementsClosing, the Purchaser will own with valid good title or to be leased lease or licensed by a member license under valid and subsisting leases or licenses the interests of the Seller’s Group to a member Seller in the Purchased Assets, free and clear 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party RightsEncumbrances, except for Permitted Encumbrances, and without incurring any penalty as a result of, or arising from, the relevant EDS Entity or member consummation of the Seller’s Grouptransactions contemplated by this Agreement, as the case may beother than such penalty arising from or relating to facts, 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 events or retention of title in the Ordinary Course, (ii) the requirement to obtain consent from counterparties circumstances specifically relating to the Contracts to the novation Purchaser, Parent or assignment thereof, and (iii) the consent, approvals and provisions set out in this Agreementtheir respective Affiliates. 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than any Assets Seller acknowledges and rights where nonagrees 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-availability for use by 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 EDS Business would not reasonably be expected exclusive right of Buyer to have a material effect represent itself as carrying on the EDS Businessbusiness 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 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 constitute a breach thereof or in any way affect the rights of Seller or Buyer thereunder. Seller shall obtain, at Seller's expense, the EDS Assets and EDS Entities, when taken together with (i) consent of the Assets and rights to which the Purchaser’s Group has access pursuant other party to any of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the 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 the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the requirement to obtain consent from counterparties foregoing to the Contracts assignment thereof to the novation Buyer in all cases in which such consent is required for assignment or assignment thereof, and (iii) the consent, approvals and provisions set out in this Agreementtransfer. 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. 7.1 Other than any Assets and rights where non-availability for use (a) The Purchaser Business is the only business carried on by the EDS 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 the same manner it is currently conducted, except as would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets Purchaser Material Adverse Effect. (b) The Purchaser and/or its subsidiaries have good and EDS Entities, when taken together with (i) marketable title to all of the Assets where title can be granted, free and rights clear of any and all claims and Encumbrances whatsoever. (c) 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 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’s Group Purchaser or its subsidiaries occupies the Leased Premises is in good standing and in full force and effect, and the Purchaser or its subsidiary has access pursuant the exclusive right to any of occupy and use the Ancillary Agreements, Leased Premises to conduct the Purchaser Business. (iig) To the Retained Assets to be used by a member of the Seller’s Group in providing services to a member knowledge of the Purchaser’s Group under , there exists no claim or basis for any claim that might or could have a Purchaser Material Adverse Effect on the right of the Ancillary AgreementsPurchaser or its subsidiaries to use, transfer or to be leased or licensed by a member of otherwise exploit 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 the EDS Business is conducted at the Signing dateLeased Premises. 7.2 Each of the EDS Assets is free from Third Party Rights, 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 Ordinary Course, (ii) the 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 EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.