Common use of Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties Clause in Contracts

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Nonassignable Asset for purposes of this Agreement) unless and until such consents shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s or such Subsidiary’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Nonassignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Nonassignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. In the case of any agreements which include obligations with respect to products of Seller other than Engenio Products (the “Shared Contract”), Buyer and Seller shall, and shall cause their respective Affiliates to, obtain consent and amend such agreement to remove any obligations with respect to such products other than Engenio Products. In the event such amendment is not obtained prior to the Closing Date, then such Shared Contract shall be deemed to be a Nonassignable Asset in accordance with this Section 2.6 (provided, however, that, in connection with such Nonassignable Asset, Buyer shall have no obligation to perform any of the obligations with respect to products other than Engenio Products). (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Nonassignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Nonassignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From Subject to the specific terms and conditions hereof, Sellers and Buyers agree to use reasonable best efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated hereby. Sellers will from time to time subsequent to the applicable Staged Closing Date, at Buyers' request and assistance as necessary, execute and deliver such other instruments of conveyance, assignment and transfer and take such other actions as Buyers may reasonably request in order more effectively to convey, assign, transfer to and vest in Buyers the Acquired Assets, subject to any restrictions under applicable Law. Buyers and Sellers will work together from the date of this Agreement to and following the applicable Staged Closing Date to transfer electronic data and records and accounting and personnel information related to the extent permitted by applicable Law Business and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data similar information that are being transferred in connection with the Business and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From the Acquired Assets. Buyers will from time to time following subsequent to the Closingapplicable Staged Closing Dates, Seller and Buyer shallat Sellers' request, and shall cause their respective Affiliates to, execute, acknowledge execute and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instrumentsinstruments of conveyance, assignment and shall transfer and take such further actions, other actions as Sellers may be necessary or appropriate reasonably request in order more effectively to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, accomplish the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under related Assumed Liabilities. (b) Anything in this Agreement and or the Collateral AgreementsAgreements to the contrary notwithstanding, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). c) Nothing in neither this Agreement nor the consummation of the transactions contemplated hereby Collateral Agreements shall be construed as constitute an attempt or agreement to assign sell, assign, sublease, sublicense or assume any Purchased Acquired Asset, including without limitation, any Contract, LeasePermit or Communications License or Business Record or any claim or right or any benefit or obligation thereunder or resulting therefrom, Licenseif a sale, Governmental Permitassignment, certificatesublease, approvalsublicense or assumption thereof would violate any Law or Order or, authorization or other right, which by its terms or by Law is non-assignable without the consent Consent of a Third Party thereto or a Governmental Body Body, would constitute a breach or violation of such Acquired Asset and if such a Consent is cancelable by not obtained at or prior to the applicable Staged Closing Date. (Notwithstanding the prior sentence, Sellers' representations and warranties, covenants and agreements regarding Acquired Assets shall include any Assets (other than Excluded Assets), Contracts or Permits or Communications Licenses that would constitute Acquired Assets but for the fact that a Third Party in Consent is required to sell, assign, sublease, sublicense, or assume such Assets, Contracts or Permits or Communications Licenses.) Sellers shall use reasonable best efforts, and Buyers shall reasonably cooperate with Sellers, to obtain such prior Consents and to resolve the event of an assignment (“Non-assignable Assets”) (provided that in impediments to the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an sale, assignment, then such Purchased Asset sublease, sublicense or assumption required by this Agreement or the Collateral Agreements; provided, that is cancelable by a Third Party in the event of assignment Sellers shall not be included as a Non-assignable Asset for purposes of this Agreementrequired to pay any fees or make any other concessions to any Person in order to obtain any Consents other than those listed on Schedule 3.3(b) unless in response to Sections 3.3(b)(ii) and until (iii). In the event any such consents Consents are not obtained on or prior to the applicable Staged Closing Date, Sellers shall have been obtained. Seller shall continue to use all reasonable commercial best efforts to obtain any such consents and deliver any required notices prior to ClosingConsents after the applicable Staged Closing Date, and Buyer shall, and Sellers shall cause its Affiliates to, reasonably cooperate with Seller Buyers (at Buyers' request) in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Sellers in the benefits under any such Asset, Contract or Permit which require Consent to sell, assign, sublease, sublicense, or assume such Asset, Contract or Permit, including performance by Sellers, as agent, if economically feasible; provided, that Buyers shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyers would have been responsible therefor hereunder if such Consent had been obtained; provided, further that Sellers shall not be required to pay any fees or make any other concessions to any Person in order to obtain such consents promptly. To the extent permitted by applicable Law, any Consents other than those listed on Schedule 3.3(b) in the event consents response to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (iSections 3.3(b) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) and (iii). Upon the receipt of any such Non-assignable Assets would be held, as of and from Consent(s) after the applicable Staged Closing Date, by Seller in trust for Buyer the relevant Asset(s), Contract(s) and/or Permit(s) and/or Communications License(s) shall constitute Acquired Assets. During such time as the parties are attempting to obtain Consents to assignment or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or assumption of any Contracts hereunder following the applicable Buyer Designee’s account. Seller shallStaged Closing Date (including, any Contract that required a Consent of a court for Sellers to perform services or receive compensation under the Contract), if, and shall cause its Affiliates toto the extent that, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as Buyers are unable to provide Buyer or the applicable Buyer Designee with the benefits services under any such Contract (including, by virtue of the Non-assignable Assets and fact that a court does not provide its Consent to effect collection of money or other consideration that becomes due and payable Sellers ceasing to perform services under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained Contract or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset Sellers may, notwithstanding anything to Buyer or the applicable Buyer Designee. d) Buyer and Seller shallcontrary herein, continue to do so, if they so elect, and shall cause receive their respective Affiliates to, use their respective reasonable commercial efforts to obtaincustomary fees and expenses thereunder, or if Sellers are unable to cause do so for any reason (and Buyers are not able for any reason to be obtainedperform the work being performed by the Seller), any consent, substitution, approval, Sellers may terminate or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and withdraw from the Closing DateContract where necessary to avoid material Losses (unless Buyers agree to indemnify, Seller on behalf of itself defend and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates hold harmless Sellers under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoSection 8.2(c)). f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsLaw, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4, provided each such Transferred Employee has consented to Seller’s making such data and information available to Buyer. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without nonassignable (disregarding the obligation of consent of a Third Party any Person or a Governmental Body or is cancelable by a Third Party in the event of an assignment Body) (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices promptly and prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s or such Subsidiary’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Nonassignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, Buyer to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Nonassignable Asset (the “Replacement Assets”), and upon Buyer obtaining, at its sole cost, any such Replacement Asset, Seller’s obligations set forth in Section 2.6(c) insofar as they relate to such Replacement Asset shall terminate.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer Purchaser shall, and shall cause their respective Affiliates Subsidiaries to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer Purchaser and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Transition Agreements and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities and obligations Liabilities intended to be assumed by Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Transition Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Subsidiary any asset or liability Liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability Liability was transferred to Buyer or a Buyer Designee Purchaser at the Closing, and (ii) transferring back to Buyer or a Buyer Designee Seller any asset or liability Liability of the Acquired Companies set forth on Schedules 1.3(d) and 1.3(e) and (iii) transferring to Purchaser any asset or Liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee Purchaser at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party third party or a Governmental Body or is cancelable by a Third Party third party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement"NONASSIGNABLE ASSETS") unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates Subsidiaries to, use reasonable best efforts to cooperate with Seller Purchaser at its request in endeavoring to obtain such consents promptly. ; provided, however, that such cooperation shall not require Seller or any of its Subsidiaries to remain secondarily liable or to make any payment to obtain any such consent with respect to any Nonassignable Asset. (c) To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiaries of Seller in trust for Buyer or a Buyer Designee Purchaser and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee Purchaser in Seller’s 's or such Subsidiaries' name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer Designee’s Purchaser's account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer Purchaser may reasonably request so as to provide Buyer or the applicable Buyer Designee Purchaser with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiaries of Seller shall promptly pay over to Buyer or the applicable Buyer Designee Purchaser all money or other consideration received by it in respect to of all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates Subsidiaries authorizes BuyerPurchaser, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s Purchaser's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates Subsidiaries under the Non-assignable Nonassignable Assets and appoints Buyer Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate Subsidiary of Seller and on such Affiliate’s Subsidiary' behalf with respect thereto. f(e) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability Liability shall not constitute an Assumed Liability for any purpose under this Agreement, and the failure of any such consent or approval to be obtained or the failure of any such Nonassignable Asset to constitute a Purchased Asset or any circumstances resulting therefrom shall not, individually or in the aggregate, 57 constitute a Material Adverse Effect or a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or a failure of any condition under this Agreement to the extent that Seller or the applicable Subsidiary of Seller shall have transferred, or shall have caused the transfer of, the benefits and burdens of such Nonassignable Asset to Purchaser as of Closing, and Purchaser shall have received appropriate documentation, substantially in the form attached as Exhibit J, evidencing such transfer of benefits and burdens from Seller or such applicable Subsidiary of Seller. g(f) As reasonably requested by BuyerPrior to the Closing, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyerits Subsidiaries, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Assetthe Business, and the Acquired Companies shall use reasonable best efforts to apply all insurance proceeds from coverage relating to the Business or the Acquired Companies to restore the assets of the Seller, its Subsidiaries and the Acquired Companies or hold such proceeds for Purchaser's account.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the ClosingDate, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and releases, acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure transfer fully to to, and vest in, Buyer and its Affiliates the Buyer Designees and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to thereby; provided, however, in each case that Seller any asset shall be reimbursed by Buyer for its out-of-pocket costs incurred in connection therewith unless the required action was necessitated by the negligence or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)willful misconduct of Seller. c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. db) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Assumed Operational Leases, Transferred Contracts, Leases, Transferred In-Licenses, Transferred Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Purchased Assets or Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, Liabilities or that are required to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets Collateral Agreements, including without limitation the Required Consents and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect theretoEDA Approval. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4Employees. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral AgreementsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing and (ii) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable "Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement") unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its their respective Affiliates to, cooperate with Seller and Buyer, as the case may be, in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s 's or such Subsidiary's name and all benefits and obligations existing thereunder would be for Buyer’s 's or the applicable Buyer Designee’s 's account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s 's or a Buyer Designee’s 's expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such Assumed Liabilities. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (g) As reasonably requested by BuyerFrom and after the Closing Date, should Buyer identify any Contract of the CATV Business that it desires to assume, Buyer and Seller will identify the licenses included in the Non-assignable Assets shall, and shall cooperate cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent or similar approval necessary to transfer all obligations under any and all such Contracts and to affect the assignment thereof, all in accordance with the principles set forth herein. Should the requisite consents not be obtained, then the parties shall follow the procedures set forth in Section 2.6(c) to secure the parties' intended effects of an assignment and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Assetassumption of such Contract.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer Purchaser shall, and shall cause their respective Subsidiaries or Designated Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer Purchaser and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer Purchaser, and the retention or a Buyer Designee assumption of the Liabilities intended to be retained or assumed by Seller and/or its Subsidiaries, under this Agreement and the Collateral Transition Agreements and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities and obligations Liabilities intended to be assumed by Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Transition Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Subsidiary any asset or liability Liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability Liability was transferred to Buyer or a Buyer Designee Purchaser at the Closing, and (ii) transferring back to Buyer or a Buyer Designee Seller any asset or liability Liability of the Acquired Companies not related to the Business and (iii) transferring to Purchaser any asset or Liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee Purchaser at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party third party or a Governmental Body or is cancelable by a Third Party third party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates Subsidiaries to, cooperate with Seller use reasonable best efforts to obtain such consents promptly; provided, however, that, such cooperation shall not require Seller or any of its Subsidiaries to remain secondarily liable or to make any payment to obtain any such consent with respect to any Nonassignable Asset, except to the extent provided in Section 6.13(b). (c) Purchaser and Seller shall use their respective reasonable best efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all obligations under any and all Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Subsidiaries so that, in any such case, Purchaser and its Subsidiaries shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiaries of Seller in trust for Buyer or a Buyer Designee Purchaser and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee Purchaser in Seller’s or Such Subsidiaries’ name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer DesigneePurchaser’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer DesigneePurchaser’s expense such actions in its name or otherwise as Buyer Purchaser may reasonably request so as to provide Buyer or the applicable Buyer Designee Purchaser with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiaries of Seller shall promptly pay over to Buyer or the applicable Buyer Designee Purchaser all money or other consideration received by it in respect to of all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates Subsidiaries authorizes BuyerPurchaser, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at BuyerPurchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates Subsidiaries under the Non-assignable Nonassignable Assets and appoints Buyer Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate Subsidiary of Seller and on such AffiliateSubsidiary’s behalf with respect thereto. f(e) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability Liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. a) 2.6.1. From time to time following before on or after the Closing to the extent permitted by applicable Law Date, Netergy and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer Leadtek shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate actions to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, Leadtek that all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee Leadtek under this Agreement and the Collateral Agreements are so provided and to assure fully to Seller Netergy and its Affiliates Affiliates, and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee Leadtek under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (Agreements including (i) transferring back to Seller Netergy any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee Leadtek at the Closing, Closing and (ii) transferring to Buyer or a Buyer Designee Leadtek any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was not transferred to Buyer or a Buyer Designee Leadtek at the Closing). c) 2.6.2. Nothing in this Agreement or the Collateral Agreements nor the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental PermitBusiness Record, certificate, approval, authorization or other right, which that by its terms or by Law is non-assignable not capable of being sold, assigned, licensed, sublicensed, transferred, delivered or subleased without the consent or waiver of a Third Party or a Governmental Body or is cancelable cancelable, in whole or material part, by a Third Party such Person in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an such sale, assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreementlicense, sublicense, transfer or delivery ("Nonassignable Assets") unless and until such consents consent or waiver shall have been obtainedbe given. 2.6.3. Seller Leadtek shall use all its reasonable commercial best efforts to obtain such consents assist and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller Netergy to seek to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, approval or amendment required to transfer novate or assign all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As Liabilities or to seek to obtain in writing the unconditional release of Netergy and from its Affiliates so that, in any such case where a novation or assignment is obtained, Leadtek and its Affiliates shall be solely responsible for such liabilities and obligations after the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)thereby. c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable "Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement") unless and until such consents shall have been obtainedare given. Such Nonassignable Assets are set forth on Schedule 2.7(b). Seller shall agrees that it will, and that it will cause its Affiliates, to cooperate with Buyer at its request and to use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d(c) Buyer and Seller shall, and shall cause their respective Affiliates to, agree to use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer novate all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates will be solely responsible for such liabilities and obligations. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets will be held, as and from the Closing Date, by Seller or its Affiliates in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller's or one of its Affiliate's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall take or cause to be taken at Buyer's expense such action in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration to become due and payable under the Nonassignable Assets, and Seller or its Affiliates shall promptly pay over to Buyer all money or other consideration received by it in respect to all Nonassignable Assets. Buyer (or Seller on behalf of Buyer) shall timely make all payments and shall otherwise timely satisfy all obligations relating to the Nonassignable Assets. e(d) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. f) Notwithstanding anything in this Agreement . Buyer shall timely make all payments and shall otherwise timely satisfy all obligations relating to the contraryNonassignable Assets, unless and until except to the extent any consent such payments or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreementobligations are contested or disputed in good faith. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, at each such Person's cost and expense, as may be necessary or appropriate fully to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and fully to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and otherwise to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, Closing and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Unassignable Contract, Assumed Lease, Transitional Leasehold Interest, License, Governmental PermitNonassignable License, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party or would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of Buyer or Seller thereunder in the event of an assignment (“Non-assignable "Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement") unless -------------------- and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take use reasonable commercial efforts to cooperate with Buyer at its request in endeavoring to obtain such consents promptly; provided, that such cooperation shall not require -------- Seller or cause any of its Affiliates to be taken at Buyer’s remain secondarily liable or a Buyer Designee’s expense to make any payment to obtain any such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee consent with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer DesigneeNonassignable Asset. d(c) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, approval or amendment required to transfer novate (which shall not require a payment to the Person from whom novation is sought) all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such liabilities and obligations. To the extent permitted by applicable Law, if consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller's or such Affiliate's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall take or cause to be taken at Buyer's expense such actions in its name or otherwise as Buyer may reasonably request, including subcontracting, sub-licensing or subleasing to Buyer, so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer any consideration received by it in respect of all Nonassignable Assets. e(d) As of and from the Closing DateClosing, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. f(e) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is has been obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, and, so long as Seller will identify is able to provide Buyer with all material economic benefits of such Nonassignable Asset, the licenses included failure of any such consent or approval to be obtained or the failure of any such Nonassignable Asset to constitute a Purchased Asset or any circumstances resulting therefrom shall not, individually or in the Non-assignable Assets and shall cooperate with and assist Buyeraggregate, at Buyer’s reasonable request and expenseconstitute a Seller Material Adverse Effect or a breach by Seller of any representation, to obtain licenses warranty, covenant or arrangements to replace the licenses, services and assets provided with respect to agreement contained in this Agreement or a failure of any Non-assignable Assetcondition under this Agreement.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time As soon as practicable following the Closing date hereof, Seller hereby agrees to provide copies or make available to Buyer, to the extent permitted by applicable Law and subject to reasonable restrictionslegally permissible, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such all non-confidential data and information in personnel records of Transferred Accepting Employees as is are reasonably necessary for Buyer to integrate such employees transition the Accepting Employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4's records. (b) From time to time following the Closingdate hereof, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)thereby. (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement"NONASSIGNABLE ASSETS") unless and until such consents shall have been obtainedbe given or such rights terminated or waived. Seller shall use all reasonable commercial efforts agrees to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller Buyer at its request to obtain such consents promptly; PROVIDED, HOWEVER, that such cooperation shall not require Seller to remain secondarily liable or to make any payment to obtain any such consent with respect to any Nonassignable Asset. (d) Seller and Buyer shall use their Reasonable Commercial Efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to novate all obligations under any and all Contracts (other than any and all Excluded Contracts) or other obligations or liabilities that constitute Purchased Assets and Assumed Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Datedate hereof, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee in Seller’s 's or one of its subsidiary's name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer Designee’s 's account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s 's expense such actions action in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes to become due and payable under the Non-assignable Nonassignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. (e) As of and from the Closing Datedate hereof, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and Closing, subject to reasonable restrictionsapplicable data protection Laws, Seller shall, or and shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees (other than confidential medical information relating to the Transferred Employees for which Buyer has no ongoing need) as is reasonably necessary for Buyer to integrate transition such employees into Buyer’s or a Buyer Designee’s workforce 's records and otherwise comply with its obligations under Section 5.45.4 of this Purchase Agreement. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Purchase Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations Liabilities intended to be assumed by Buyer or a Buyer Designee under this Purchase Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (thereby, including (i) transferring back to Seller or the applicable Seller Subsidiary any asset or liability Liability not contemplated by this Purchase Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability Liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability Liability contemplated by this Purchase Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)Closing and (iii) to the extent that Seller or any of its Affiliates have provided the landlord under any Lease with a bank guarantee or letter of credit, Buyer shall, upon the assignment of such Lease, provide such landlord with a substitute letter of credit or bank guarantee so that Seller's or its Affiliate's bank guarantee or letter of credit will be released. (c) Nothing in this Purchase Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party or Governmental Body in the event of an assignment (“Non-assignable "Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement") unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller use its or their, as applicable, reasonable best efforts, if requested by Buyer, to obtain such consents promptly; provided, however, that such cooperation shall not require Seller or any of its Affiliates to make any payment to obtain any such consent with respect to any Nonassignable Asset, except to the extent that Buyer has agreed in writing to reimburse Seller for such expenses, or remain secondarily liable. Except as provided in Section 8.2(c), the failure of any such consent or approval to be obtained or the failure of any such Nonassignable Asset to constitute a Purchased Asset or any circumstances resulting therefrom shall not, individually or in the aggregate, constitute a Seller Material Adverse Effect or a breach by Seller of any representation, warranty, covenant or agreement contained in this Purchase Agreement or a failure of any condition precedent to Buyer's obligations under this Purchase Agreement. (d) (i) Buyer and Seller shall use their respective reasonable best efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all obligations under any and all Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer (or a Buyer Designee any successor to or assignee of Buyer, by operation of Law or otherwise) and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee in Seller’s 's or such Affiliate's name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer Designee’s 's account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s Seller's reasonable expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in with respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such non-confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate transition such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4records. (b) From time to time following the Closing, Seller Seller, its Subsidiaries and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Excluded Asset or an Assumed Excluded Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Assumed Contract, Leaseif such assignment, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party Party, would constitute a breach or a Governmental Body other contravention or is cancelable by a Third Party in the event cancellation of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement(“Nonassignable Assets”) unless and until such consents consent shall have been obtained. . (d) Seller shall and Buyer will use all their commercially reasonable commercial best efforts to obtain the consent of the other parties to any such consents and deliver Purchased Asset or any required notices prior claim, right or any benefit arising thereunder for the assignment thereof to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptlyas Buyer may request. To the extent permitted by applicable Law, in In the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer DesigneeSeller’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to of all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. (e) As of and from the Closing Date, Seller Seller, on behalf of itself and its Affiliates Affiliates, authorizes Buyer, Buyer except to the extent permitted prohibited by applicable Law and the terms of the Non-assignable Nonassignable Assets, at BuyerSeller’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets Nonassignable Assets, and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing Closing, to the extent permitted by applicable Law and subject to reasonable restrictionsLaw, Seller and Seller Parent shall, or shall cause its their Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.46.5. (b) From time to time following the Closing, Seller, Seller Parent and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and releases, acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure transfer fully to to, and vest in, Buyer and its Affiliates the Buyer Designees and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Ancillary Agreements and to assure fully to Seller and its Affiliates and each of their respective its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Ancillary Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which if and to the extent that any such asset or liability was erroneously or inadvertently transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was erroneously or inadvertently not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to transfer or assign any Purchased Asset, including any Contract, Lease, LicenseIn‑License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable or cannot be entered into without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Nonassignable Assets”) unless and until (provided that in the event that i) such consents have been obtained or (ii) Buyer or a Buyer Designee notifies Seller in writing that any such Purchased Asset should be transferred or assigned hereunder notwithstanding the absence of a requisite Third Party consent or Governmental Body consent or the right of a Third Party to cancel such Nonassignable Asset in the event of an assignmenta transfer or assignment hereunder, then in which event such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Nonassignable Asset for purposes of this Agreement) unless Agreement and until shall instead be transferred and assigned hereunder notwithstanding the absence of such consents shall have been obtainedThird Party consent or Governmental Body consent or any right of a Third Party to cancel such Purchased Asset. Prior to the Closing, Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closingunder all Nonassignable Assets, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly; provided, however that none of Seller or its Affiliates or Buyer or its Affiliates shall be required to pay any consideration therefor. To the extent permitted by applicable Law, in the event consents to the assignment thereof any requisite consent cannot be obtainedor is not for any reason obtained prior to the Closing, from and after the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in use reasonable commercial efforts to develop a mutually agreeable arrangement (including a transition services agreement) under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement Agreement, including by sub-contractingsub‑contracting, sub-licensingsub‑licensing, or sub-leasing sub‑leasing to Buyer or a Buyer Designee, or Designee and (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Nonassignable Asset becomes assignable (either because consent for the assignment or execution thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Nonassignable Asset to Buyer or the applicable Buyer Designee. (d) From and after the date hereof, Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, LicensesIn‑Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Purchased Assets or Assumed LiabilitiesLiabilities or that are required to perform the obligations under the Ancillary Agreements; provided, however that none of Seller or its Affiliates or Buyer or its Affiliates shall be required to pay any consideration therefor. Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Nonassignable Asset is obtained, such Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Purchased Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Purchased Assets and appoints Buyer its attorney-in-fact true and lawful attorney‑in‑fact to act in its name on its behalf or in the name (with full power of substitution) of Seller or the applicable Affiliate of Seller and on such AffiliatePerson’s behalf with respect thereto. The foregoing appointment by Seller of Buyer as its attorney‑in‑fact is coupled with an interest. (f) Notwithstanding anything in this Agreement to Following the contraryClosing, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyerupon the reasonable request of Xxxxx, Seller will identify the licenses included in the Non-assignable Assets and its Affiliates shall cooperate with and assist Buyer, at Buyer’s reasonable request efforts to preserve the relationships and expensegoodwill with the customers, to obtain licenses or arrangements to replace suppliers, creditors, employees, contractors, agents and other business relations of the licenses, services and assets provided with respect to any Non-assignable AssetBusiness.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such non-confidential data and Agere Systems Proprietary information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s 's or a Buyer Designee’s workforce and comply with its obligations under Section 5.4's workforce. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, Closing and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable "Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement") unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its their respective Affiliates to, cooperate with Seller and Buyer, as the case may be, in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s 's or such Subsidiary's name and all benefits and obligations existing thereunder would be for Buyer’s 's or the applicable Buyer Designee’s 's account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s 's or a Buyer Designee’s 's expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.Agere Systems Proprietary

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shallhereby agrees to make available, or shall to cause its Affiliates toto make available, make available to Buyer or a Buyer Designee such Purchaser non-confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer Purchaser to integrate transition such employees into BuyerPurchaser’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4records. (b) From time to time following the Closing, Seller and Buyer Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer Purchaser and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)thereby. (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Material Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents shall have been obtainedbe given. Seller shall use all reasonable commercial efforts agrees to, or to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller Purchaser at its request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law; provided, in the event consents to the assignment thereof canhowever, that such cooperation shall not be obtained, require Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as any of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take to remain secondarily liable or cause to be taken at Buyer’s or a Buyer Designee’s expense make any payment to obtain any such actions in its name or otherwise as Buyer may reasonably request so as consent with respect to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, any Nonassignable Asset. (d) Purchaser and Seller shall promptly pay over agree to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer novate all rights and obligations under any and all ContractsContracts so that, Leasesin any such case, LicensesPurchaser and its Affiliates shall be solely responsible for such liabilities and obligations. To the extent permitted by applicable Law, Governmental Permitsin the event consents to the assignment thereof cannot be obtained, certificatessuch Nonassignable Assets shall be held, approvalsas and from the Closing Date, authorizations by Seller or its Affiliates in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in Seller’s or one of its Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or cause to be taken at Purchaser’s expense such action in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other rights consideration to become due and payable under the Nonassignable Assets, and Seller or obligations its Affiliates shall promptly pay over to Purchaser all money or liabilities that constitute Assumed Liabilitiesother consideration received by it in respect to all Nonassignable Assets. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes BuyerPurchaser, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at BuyerPurchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such non-confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4workforce. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, Closing and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its their respective Affiliates to, cooperate with Seller and Buyer, as the case may be, in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s or such Subsidiary’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such Assumed Liabilities. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shallhereby agrees to make available, or shall to cause its Affiliates toto make available, make available to Buyer or a Buyer Designee such non-confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate transition such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4's records. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby thereby. LUCENT TECHNOLOGIES/CELESTICA (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable cancellable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement"NONASSIGNABLE ASSETS") unless and until such consents shall have been obtainedbe given. Seller shall agrees, and agrees to cause its Affiliates, to cooperate with Buyer at its request to use all reasonable commercial efforts to obtain such consents and deliver promptly; PROVIDED, HOWEVER, that such cooperation shall not require Seller or any required notices prior to Closing, and Buyer shall, and shall cause of its Affiliates to, cooperate with Seller to remain secondarily liable or to make any payment to obtain any such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance consent with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer DesigneeNonassignable Asset. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, agree to use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer novate all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such liabilities and obligations. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by Seller or its Affiliates in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller's or one of its Affiliate's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall take or cause to be taken at Buyer's expense such action in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration to become due and payable under the Nonassignable Assets, and Seller or its Affiliates shall promptly pay over to Buyer all money or other consideration received by it in respect to all Nonassignable Assets. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller Parent and Buyer shall, Seller shall (and shall cause their respective Affiliates to), and Buyer shall, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully and effectively transfer, assign and convey to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements to fully and effectively transfer, assign and convey to assure fully to Seller Buyer and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations Assumed Liabilities intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral AgreementsAgreement, and to otherwise make effective the transactions contemplated hereby and thereby (to confirm Buyer’s right, title or interest in the Acquired Assets, to put Buyer in actual possession and operating control thereof and to assist Buyer in exercising all rights with respect thereto, including (i) transferring and/or delivering back to Seller any asset or liability not contemplated by this Agreement to be a Purchased an Acquired Asset or an Assumed Liability, respectively, which asset or liability was transferred and/or delivered to Buyer at or a Buyer Designee at after the Closing, Closing and (ii) transferring and/or delivering to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased an Acquired Asset or an Assumed Liability, respectively, which was not transferred and/or delivered to Buyer at or a Buyer Designee at after the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign convey or deliver any Purchased Assetasset, including property or right to Buyer (provided, that this Section 0) shall not affect whether any Contractasset, Lease, License, Governmental Permit, certificate, approval, authorization property or right shall be deemed to be an Acquired Asset for any other right, purpose under this Agreement) or for Buyer and its successors and assigns to assume any Assumed Liability which by its terms or by Law is non-assignable not transferable or nonassignable, as applicable without the consent or waiver of a Third Party or a Governmental Body third party or is cancelable by a Third Party third party in the event of an such a transfer or assignment (“Non-assignable Assets”) (provided that without the consent or waiver of such third party, in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) each case unless and until such consents consent or waiver shall have been obtained. obtained (collectively, “Non-Assignable Assets”). (c) Seller shall use all reasonable commercial efforts to obtain such consents Parent and deliver any required notices prior to Closing, and Buyer Seller shall, and shall cause its their respective Affiliates to, cooperate with use its and their reasonable best efforts to obtain, or to cause to be obtained, any consent or waiver that is required for Seller and any of its Affiliates to obtain such consents promptlysell, transfer, assign, convey and deliver the Acquired Assets to Buyer pursuant to this Agreement. To the extent permitted by applicable Law, in the event consents to the assignment thereof any such consent or waiver cannot be obtainedobtained prior to Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would subject thereto and affected thereby shall be held, as of and from the Closing DateClosing, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name benefit of Buyer, and all benefits and obligations existing thereunder would shall be for Buyer’s account, (ii) Buyer shall pay, perform or otherwise discharge (in accordance with the applicable Buyer Designee’s account. Seller shallrespective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Asset, (iii) Seller shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s its own expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the such Non-assignable Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under the such Non-assignable Assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all of such Non-assignable Assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable , and (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. div) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts mutually cooperate to obtain, or to cause to provide any other alternative arrangements as may be obtained, any consent, substitution, approval, or amendment reasonably required to transfer all rights implement the purposes of this Agreement and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or the other rights or obligations or liabilities that constitute Assumed LiabilitiesTransaction Documents. e(d) As of and from the Closing Date, Seller on behalf authorizes (and shall cause each of itself and its Affiliates authorizes to authorize) Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or and any of its Affiliates under the Non-assignable Assets Assignable Assets. (e) From time to time after the Closing, Seller shall (and appoints shall cause each of its Affiliates to) execute and deliver such other instruments of transfer and documents related thereto and take such other action as Buyer its attorney-in-fact may reasonably request in order to act more effectively transfer to Buyer, and to place Buyer in its name on its behalf possession and control of, the Acquired Assets, or in the name of the applicable Affiliate to enable Buyer to exercise and enjoy all rights and benefits of Seller and on such Affiliate’s behalf its Affiliates with respect thereto. f) Notwithstanding anything . Buyer shall take such actions as Seller may reasonably request in this Agreement order to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at assure Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace assumption of the licenses, services and assets provided with respect to any Non-assignable AssetAssumed Liabilities.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer Purchaser shall, and shall cause their respective Affiliates Subsidiaries to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and Purchaser, its Designated Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee Purchaser and its Designated Affiliates under this Agreement Agreement, the Business Transfer Agreements and the Collateral Agreements agreements which form Exhibits hereto and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities Assumed Liabilities and obligations intended any Liabilities to be assumed by Buyer Purchaser or a Buyer Designee its Designated Affiliates under this Agreement Agreement, the Business Transfer Agreements and the Collateral Agreementsagreements which form Exhibits hereto, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Subsidiary of Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the ClosingExcluded Asset, and (ii) transferring to Buyer Purchaser or a Buyer Designee the applicable Designated Affiliate any asset or liability Liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer Purchaser or a Buyer Designee the applicable Designated Affiliate at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law Law, as modified by the Bankruptcy Code or the Approval Order, is non-assignable nonassignable without the consent of a Third Party third party or a Governmental Body or is cancelable by a Third Party third party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents consent shall have been obtained. The Seller shall use all its commercially reasonable commercial efforts efforts, and the Purchaser shall cooperate with the Seller, to obtain each such consent or approval. Purchaser shall bear any costs and expenses associated with obtaining any such consents or approvals in connection with the acquisition of that part of the Business conducted in Slovakia (other than fees of counsel and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted other advisory fees incurred by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shallits Affiliates, and which shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, borne by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwiseAffiliates), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f(c) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any Liability shall not, to the extent associated liability shall not with such Nonassignable Asset, constitute an Assumed Liability for any purpose under this Agreement. g(d) As reasonably requested To the extent permitted by BuyerLaw, Seller will identify pending the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses obtaining of such consent or arrangements to replace the licenses, services and assets provided approval with respect to a Nonassignable Asset, Seller or its applicable Subsidiary shall (i) continue to be bound by any Non-assignable Contracts, terms or arrangements relating to such Nonassignable Asset, (ii) at the direction and expense of Purchaser or its Designated Affiliate, pay, perform and discharge fully all of its obligations in respect thereof, (iii) exercise and exploit its rights and options under all relevant agreements, Contracts and arrangements in respect of such Nonassignable Asset as reasonably directed by Purchaser or its Designated Affiliate, and (iv) for no additional consideration, pay, assign and remit to Purchaser or its Designated Affiliate promptly all monies, rights, assets and other consideration received in respect of such Nonassignable Asset or otherwise make available to Purchaser or its Designated Affiliate the benefit of such Nonassignable Asset. (e) Once such consent or approval is obtained with respect to a Nonassignable Asset, Seller shall, or shall cause its applicable Subsidiary to, promptly assign, transfer, convey and deliver such Nonassignable Asset to Purchaser or its Designated Affiliate, and Purchaser or its Designated Affiliate shall assume any Assumed Liability associated with such Nonassignable Asset, for no additional consideration.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, Closing and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which Asset that by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to use commercially reasonable efforts to obtain such consents promptly, and Buyer shall cooperate with Seller in such efforts. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d(c) Buyer and Seller shall, and shall cause their respective its Affiliates to, use their respective commercially reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required from any Third Party to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities to Buyer so that, in any such case, Buyer and its Affiliates shall be solely responsible for such Assumed Liabilities and shall enjoy all the rights and privileges set forth under the Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations giving rise thereto (the “Required Consents”). The Required Consents are listed on Schedule 2.6(c). Buyer shall, and shall cause its Affiliates to, use their respective commercially reasonable efforts to assist Seller in obtaining the Required Consents. e(d) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f(e) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a the Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a the Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a the Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsLaw, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without nonassignable (disregarding the obligation of consent of a Third Party any Person or a Governmental Body or is cancelable by a Third Party in the event of an assignment Body) (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices promptly and prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s or such Subsidiary’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Nonassignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request cost and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Nonassignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable confidentiality restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and releases, acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure transfer fully to to, and vest in, Buyer and its Affiliates the Buyer Designees and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which if and to the extent that any such asset or liability was erroneously or inadvertently transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was erroneously or inadvertently not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to transfer or assign any Purchased Asset, including any the Assumed Lease, Transferred Contract, Lease, Transferred In-License, Transferred Out-License, Transferred Governmental Permit, certificate, approval, authorization or other right, right which by its terms or by Law is non-assignable nonassignable or cannot be entered into without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Nonassignable Assets”) unless and until (provided that in the event that i) such consents shall have been obtained or (ii) Buyer or a Buyer Designee notifies Seller that any such Purchased Asset should be transferred or assigned notwithstanding the absence of a requisite Third Party consent or Governmental Body consent or the right of a Third Party to cancel such Nonassignable Asset in the event of an assignmenta transfer or assignment hereunder, then in which event such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Nonassignable Asset for purposes of this Agreement) unless Agreement and until shall instead be transferred and assigned hereunder notwithstanding the absence of such consents shall have been obtainedThird Party consent or Governmental Body consent or any right of a Third Party to cancel such Purchased Asset. Prior to and after the Closing, Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closingunder all Nonassignable Assets, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof any requisite consent cannot be obtainedor is not for any reason obtained prior to the Closing, from and after the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in use reasonable commercial efforts to develop a mutually agreeable arrangement (including by way of amendment or addition of services to the Transition Services Agreement) under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement Agreement, including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s or such Subsidiary’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account, and/or (iii) in the case of any Lease Assignment that is a Nonassignable Asset, Seller or the applicable Subsidiary will provide, and Buyer or a Buyer Designee would obtain through the Transition Services Agreement (and subject to the provisions and limitations set forth therein), the benefits and assume the obligations under any such Lease Assignment in accordance with this Agreement. From and after the Closing, Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all the Assumed Lease, Transferred Contracts, Leases, Transferred In-Licenses, Transferred Out-Licenses, Transferred Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Purchased Assets or Assumed LiabilitiesLiabilities or that are required to perform the obligations under the Collateral Agreements. (e) As of From and from after the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (g) As reasonably requested by BuyerAt least five (5) Business Days prior to Closing, Seller will identify the licenses included in (or reasonably expected to be included in) the Non-assignable Nonassignable Assets and shall cooperate with and assist BuyerBuyer before and after the Closing, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Nonassignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing date hereof, Seller hereby agrees to the extent permitted by applicable Law make available, or to cause its Affiliates to make available, to Buyer such non-confidential data, and such confidential data subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate enable Buyer to transition such employees into Buyer’s or a Buyer Designee’s workforce 's records and otherwise comply with its obligations under Section 5.45.5 of this Agreement. (b) From time to time, whether before, at or following the Closing, Seller shall cooperate with and use its reasonable best efforts to assist Buyer in identifying the assets and liabilities of the Business primarily relating to each of the Fiber Business, the Cable Business, the Specialty Business and the Apparatus Business, respectively. Buyer shall reimburse Seller for all out-of-pocket expenses incurred by Seller in connection with providing such assistance that are beyond the scope or nature of the expenses Seller would have otherwise incurred if such separation activities were not necessary. From time to time, whether before, at or following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates Affiliates, and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Selling Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, Closing and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement or the Collateral Agreements nor the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Third-Party Lease, License, Business Record, Governmental Permit, certificate, approval, authorization or other right, which that by its terms or by Law is non-assignable not capable of being sold, assigned, licensed, sublicensed, transferred, delivered or subleased without the consent or waiver of a Third Party or a Governmental Body or is cancelable cancelable, in whole or material part, by a Third Party such Person in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an such sale, assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreementlicense, sublicense, transfer, delivery or sublease ("Nonassignable Assets") unless and until such consents consent or waiver shall have been obtainedbe given. Seller shall (and shall cause its Affiliates to) use all its reasonable commercial best efforts to obtain such consents and deliver waivers promptly and resolve the impediments to the sale, assignment, license, sublicense, transfer, delivery or sublease required by this Agreement or the Collateral Agreements and obtain any other consents and waivers necessary or advisable to convey to Buyer any of the Purchased Assets; provided, however, that neither Seller nor any of its Affiliates shall be required notices prior to Closing, make any payment to obtain any such consent or waiver with respect to any Nonassignable Asset. If Seller and Buyer shallmutually agree that a payment should be made to obtain a consent or waiver with respect to any Nonassignable Asset, Seller and Buyer shall bear the expense of such payment equally. Notwithstanding any provision of this Agreement to the contrary, to the extent that the consents and waivers referred to in the preceding sentence are not obtained by Seller, or until the impediments to the sale, assignment, license, sublicense, transfer, delivery or sublease referred to therein are resolved, Seller shall (and shall cause its Affiliates to) (i) provide, at the request of Buyer, to Buyer the benefits of any Nonassignable Asset, (ii) cooperate in any lawful arrangement designed to provide such benefits to Buyer, without incurring any additional financial obligation to Buyer and (iii) enforce, at the request of and for the account of Buyer, any rights of Seller arising from any such Nonassignable Asset against any Third Party or Governmental Body, including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer. Buyer shall use its reasonable best efforts to assist and cooperate with Seller in the fulfillment of Seller's obligations under this Section 2.6(c), provided that Buyer shall not be required by this Section 2.6(c) to enter into any arrangement that would impose any additional cost, expense or liability or that would deprive Buyer of any benefits or profits. To the extent that Buyer is provided the benefits of any Nonassignable Asset (whether from Seller or otherwise), Buyer shall perform, at the direction of Seller and for the benefit of any Third Party or Governmental Body, the obligations of Seller thereunder or in connection therewith. Notwithstanding the foregoing, to the extent that any Assumed Liability relates to any Nonassignable Asset, such Assumed Liability shall be deemed to be an Excluded Liability until such time as the Nonassignable Asset is assigned to Buyer, or until Buyer (but solely to the extent that) obtains the benefit of such Nonassignable Asset under this Section 2.6(c). (d) Buyer shall use its reasonable best efforts to assist and cooperate with Seller to seek to obtain such consents promptly. To any consent, substitution, approval or amendment required to novate or assign all obligations under any and all Contracts or other obligations or liabilities that constitute Assumed Liabilities or to seek to obtain in writing the extent permitted by applicable Lawunconditional release of Seller and its Affiliates so that, in the event consents to the any such case where a novation or assignment thereof cannot be is obtained, Buyer and its Affiliates or Subsidiaries shall be solely responsible for such liabilities and obligations after the Closing Date. (e) Seller shall cooperate with Buyer and Buyer shall, CommScope and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts Subsidiaries to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required financing needed for Buyer to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from pay the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law Purchase Price (in accordance with this Agreement and the terms of Financing Agreement) and any expenses incurred by Buyer and CommScope in connection with the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in transactions contemplated by this Agreement to and the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this AgreementCollateral Agreements. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee Designees such non-confidential data and information in personnel records of Transferred Employees and NL Transferred Employees as is reasonably necessary for Buyer or Buyer Designees to integrate such employees into Buyer’s 's or a Buyer Designee’s workforce and comply with its obligations under Section 5.4Designees' workforce. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a and the Buyer Designee Designees under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a and the Buyer Designee Designees under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, Closing and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, LicenseLicense (which shall include, for the purpose of this Section 2.6, all Non-Assignable Licenses), Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable "Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement") unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, to cooperate with Seller Buyer or a Buyer Designee in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee in Seller’s 's or such Affiliate's name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer Designee’s 's account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s 's expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such liabilities and obligations. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (g) As reasonably requested Promptly after the receipt thereof by BuyerSeller, Seller will identify shall transfer to the licenses included in Buyer any consideration that it receives which relates to an Assumed Liability to the Non-assignable extent that such consideration relates to the ORiNOCO Business or Purchased Assets and to the extent that such Assumed Liability remains unperformed or unfulfilled on the Closing Date, or by its terms continues in effect after the Closing Date, in each case only to the extent that Buyer has performed its obligations under such Assumed Liability as of the date of Seller's receipt of such consideration. (h) Seller shall attempt to secure for Buyer from the counter party thereto, for the entire unexpired term of any such agreement, the benefit of any General Purchase Agreement marked with an asterisk (*) on Schedule 3.10 to the extent such agreement benefited the ORiNOCO Business as of immediately prior to the Closing Date. (i) From time to time following the Closing, Seller shall cooperate with Buyer and assist Buyer, at Buyer’s reasonable make available to Buyer (i) such data and information as Buyer may reasonably request for the purpose of preparing financial statements in conformity with applicable federal and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided state securities laws with respect to the ORiNOCO Business as conducted through the Closing Date, and (ii) such personnel and information as Buyer may reasonably request for the purpose of responding to any Non-assignable Assetinquiry, investigation or comment letter of any Governmental Entity concerning any financial statement including or reflecting the assets, results of operations, cash flows or other results of (whether as a segment or otherwise) the ORiNOCO Business as conducted through the Closing Date.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following after the Closing to the extent permitted by applicable Law Date, Dxxx and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer Orhan shall, and shall cause their respective Subsidiaries and Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer any Purchaser and its Affiliates and each of their such Purchaser’s respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee Purchasers under this Agreement and the Collateral Agreements other Operative Documents and to assure fully to Seller Sellers and its Affiliates and each of their respective successors and assigns, the assumption by the Purchasers of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral AgreementsAssumed Liabilities, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to the applicable Seller any Excluded Asset, (ii) transferring back to the applicable Seller any asset or liability Liability of any Asset Selling Entity not contemplated by this Agreement related to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, FPG Business and (iiiii) transferring to Buyer or a Buyer Designee the applicable Purchaser any asset or liability Liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee the applicable Purchaser at the Closing). c(b) Nothing in this Agreement or any other Operative Document nor the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party third party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d(c) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless Unless and until any required consent or approval with respect to for any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any Liability associated liability exclusively with such Nonassignable Asset shall not constitute an Assumed Liability for any purpose under this Agreement. Pursuant to Section 11.1(a), as to any Material Contract that constitutes a Nonassignable Asset because a requisite third-party consent has not been obtained, the applicable Seller will use commercially reasonable efforts to promptly obtain such consent or approval, and, prior to obtaining such consent or approval, will use commercially reasonable efforts to provide to the applicable Purchaser realization of the practical benefits intended to be provided by such Material Contract. g(d) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses Once such consent or arrangements to replace the licenses, services and assets provided approval is obtained with respect to a Nonassignable Asset, each Asset Selling Entity shall promptly assign, transfer, convey and deliver such Nonassignable Asset to the applicable Purchaser, and the applicable Purchaser shall assume any Non-assignable Assumed Liability associated exclusively with such Nonassignable Asset, for no additional consideration. (e) In the event and for so long as any Purchaser actively is contesting or defending against any action, investigation, charge, claim, or demand by a third party in connection with (i) any transaction contemplated under this Agreement or the other Operative Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the FPG Business, each Seller will cooperate with such Purchaser and their counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books, records and other materials as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of Purchasers (unless Purchasers are entitled to indemnification therefor under Article XII). (f) In the event and for so long as any Seller actively is contesting or defending against any action, investigation, charge, claim, or demand by a third party in connection with (i) any transaction contemplated under this Agreement or the other Operative Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the FPG Business, Orhan will, and will cause each other Purchaser to, cooperate with Seller and its counsel in the contest or defense, make available its personnel, and provide such testimony and access to its books, records and other materials as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of Sellers (unless Sellers are entitled to indemnification therefor under Article XII).

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shallhereby agrees to make available, or shall to cause its Affiliates toto make available, make available to Buyer or a Buyer Designee such Designees non-confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer or Buyer Designees to integrate transition such employees into Buyer’s 's or a Buyer Designee’s workforce and comply with its obligations under Section 5.4.Designees' records. LUCENT TECHNOLOGIES PROPRIETARY USE PURSUANT TO COMPANY INSTRUCTIONS (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee and/or its Affiliates under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee and/or its Affiliates under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)thereby. (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement"NONASSIGNABLE ASSETS") unless and until such consents shall have been obtainedbe given. Seller shall use all reasonable commercial efforts agrees, or to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates toto use reasonable commercial efforts, cooperate with Seller the cooperation of Buyer and Buyer Designees, where appropriate, to obtain such consents promptly; PROVIDED, HOWEVER, that such cooperation shall not require Seller or any of its Affiliates to remain secondarily liable or to make any payment to obtain any such consent with respect to any Nonassignable Asset. To Seller agrees to use reasonable best efforts in conjunction with Buyer to obtain approval from the extent permitted by applicable Law, in the event consents license vendor to the assignment thereof canof the seats allocated to the Business related to the Nonassignable Licenses. Seller agrees not be obtainedto re-deploy any such seats allocated to the Business outside of the Business after the date hereof, and upon the assignment of such seats, if any, Seller shall amend its licenses (if necessary) reducing the amount of Seller's seats by the number of seats allocated to the Business. As soon as practicable after the date hereof, Seller and Buyer shall, agree to jointly negotiate with the appropriate license vendors of shared mainframe-based software to obtain the approval for the temporary use of such software in order for Seller and shall cause Buyer to perform their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer DesigneeTransition Services Agreement. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, agree to use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer novate all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such liabilities and obligations. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by Seller or its Affiliates in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller's or one of its LUCENT TECHNOLOGIES PROPRIETARY USE PURSUANT TO COMPANY INSTRUCTIONS Affiliate's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall take or cause to be taken at Buyer's expense such action in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration to become due and payable under the Nonassignable Assets, and Seller or its Affiliates shall promptly pay over to Buyer all money or other consideration received by it in respect to all Nonassignable Assets. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates the other members of the Seller Group and the Buyer Group, respectively, to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully and effectively transfer, assign and convey to the Buyer Group and its Affiliates and each of their members’ respective successors or permitted assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer or a Buyer Designee Group under this Agreement and to fully and effectively transfer, assign and convey to the Collateral Agreements and to assure fully to Seller Buyer Group and its Affiliates and each of their members’ respective successors and permitted assigns, the assumption of the liabilities and obligations Assumed Liabilities intended to be assumed by the Buyer or a Buyer Designee Group under this Agreement and the Collateral AgreementsAgreement, and to otherwise make effective the transactions contemplated hereby and thereby (to confirm the Buyer Group’s right, title or interest in the Acquired Assets, to put the Buyer Group in actual possession and operating control thereof and to assist the Buyer Group in exercising all rights with respect thereto, including (i) transferring and/or delivering back to the Seller Group any asset or liability Liability not contemplated by this Agreement to be a Purchased an Acquired Asset or an Assumed Liability, respectively, which asset or liability Liability was transferred and/or delivered to the Buyer or a Buyer Designee Group at the Closing, Closing and (ii) transferring and/or delivering to the Buyer or a Buyer Designee Group any asset or liability Liability contemplated by this Agreement to be a Purchased an Acquired Asset or an Assumed Liability, respectively, which was not transferred and/or delivered to the Buyer or a Buyer Designee Group at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign sell, transfer, assign, convey or deliver any Purchased Assetasset, including property or right to any Contract, Lease, License, Governmental Permit, certificate, approval, authorization member of the Buyer Group or other right, for any member of the Buyer Group and its successors and permitted assigns to assume any Assumed Liability which by its terms or by Law is not transferable or is non-assignable assignable, as applicable, without the consent or waiver of a Third Party or a Governmental Body third party or is cancelable by a Third Party third party in the event of an such a transfer or assignment (“Non-assignable Assets”) (provided that without the consent or waiver of such third party, in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) each case unless and until such consents consent or waiver shall have been obtained. obtained (collectively, “Non-Assignable Assets”). (c) Buyer and Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates the other members of the Buyer Group and Seller Group, respectively, to, cooperate with use its and their commercially reasonable efforts to obtain, or to cause to be obtained, any consent or waiver that is required for the Seller Group to sell, transfer, assign, convey and deliver the Acquired Assets to the Buyer Group pursuant to this Agreement or to novate all obligations under any and all Liabilities that constitute Assumed Liabilities (or to obtain such consents promptly. in writing the unconditional release of the Seller Group so that, in any case, the Buyer Group shall, effective as of the Closing, be solely responsible for the Assumed Liabilities); provided that in connection with the foregoing neither party shall be required to (i) pay or agree to pay any amounts or other consideration, (ii) agree to the imposition of any limitation or obligation on its business or operations, (iii) provide or agree to provide any additional security (including a guaranty), or (iv) agree to any modifications of existing Contracts or the entry into any new Contracts; further provided that, notwithstanding the foregoing, the assumption by Buyer (or another member of the Buyer Group) of any Assumed Liability shall not prevent or limit any Buyer Indemnified Person’s rights or remedies pursuant to this Agreement (including, without limitation, pursuant to Section 10.2 or with respect to Fraud or Intentional Misrepresentation). (d) To the extent permitted by applicable Law, in the event consents to the assignment thereof any such consent or waiver cannot be obtainedobtained prior to Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would subject thereto and affected thereby shall be held, as of and from the Closing DateClosing, by Seller in trust for the benefit of Buyer, and all benefits and obligations, including , for the avoidance of doubt, any Tax liabilities attributable to Buyer’s beneficial ownership of the Non-Assignable Assets hereunder, (ii) Buyer shall pay, perform or a Buyer Designee otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations thereunder would be performed of Seller incurred after the Closing with respect to such Non-Assignable Asset (other than liabilities or obligations that arise from a breach, default or violation by Buyer Seller or another member of the Seller Group under the terms of any Contract constituting a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or Non-Assignable Asset that occurs prior to the applicable Buyer Designee’s account. Closing), (iii) Seller shall, and shall cause its Affiliates to, also take or cause to be taken taken, at Buyer’s or a Buyer Designee’s expense expense, such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the such Non-assignable Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under the such Non-assignable Assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all of such Non-assignable Assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable , and (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. div) Buyer and Seller shall, and shall cause their respective Affiliates toat Buyer’s expense, use their respective reasonable commercial efforts mutually cooperate to obtain, or to cause to provide any other alternative arrangements as may be obtained, any consent, substitution, approval, or amendment reasonably required to transfer all rights implement the purposes of this Agreement and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or the other rights or obligations or liabilities that constitute Assumed LiabilitiesTransaction Documents. (e) As of and from the Closing Date, Seller on behalf authorizes (and shall cause each other member of itself and its Affiliates authorizes Buyerthe Seller Group to authorize) Buyer (and, to the extent applicable, the other members of the Buyer Group), to the extent permitted by applicable Law and the terms of the Non-assignable Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of the Seller or its Affiliates Group under the Non-assignable Assets Assignable Assets. (f) From time to time after the Closing, Seller shall (and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name shall cause each other member of the applicable Affiliate Seller Group to) execute and deliver such other instruments of transfer and documents related thereto and take such other action as Buyer may reasonably request in order to more effectively transfer to Buyer and the other members of the Buyer Group, and to place Buyer and the other members of the Buyer Group in possession and control of, the Acquired Assets, or to enable Buyer and the other members of the Buyer Group to exercise and enjoy all rights and benefits of the Seller and on such Affiliate’s behalf Group with respect thereto. Buyer shall take such actions as Seller may reasonably request in order to assure the Buyer Group’s assumption of the Assumed Liabilities. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following from the Closing date hereof, to the extent permitted by applicable Law reasonable, Crompton and subject to reasonable restrictions, Seller GE shall, or shall cause its their Affiliates to, make available to Buyer or a Buyer Designee the other party such non-confidential data and information in personnel records of Transferred OSi Continuing Employees or SC Continuing Employees as is may be reasonably necessary for Buyer GE and Crompton to integrate transition such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4their records. (b) From time to time following the Closing, Seller Crompton and Buyer GE shall, and shall cause their respective Affiliates toto (at each party's own cost and expense), execute, acknowledge and deliver all such reasonable further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, reasonable actions as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby as may be reasonably requested by the other party (including (i) transferring back to Seller Crompton or the applicable OSi Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Transferred OSi Asset or an Assumed OSi Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee GE at the Closing, and (ii) transferring 50 to Buyer or a Buyer Designee GE any asset or liability contemplated by this Agreement to be a Purchased Transferred OSi Asset or an Assumed OSi Liability, respectively, which was not transferred to Buyer GE at the Closing, (iii) transferring back to GE any asset or liability not contemplated by this Agreement to be a Buyer Designee Transferred SC Asset or an Assumed SC Liability, respectively, which asset or liability was transferred to Crompton at the Closing, and (iv) transferring to Crompton any asset or liability contemplated by this Agreement to be a Transferred SC Asset or an Assumed SC Liability, respectively, which was not transferred to Crompton at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign assign, or as an assignment of, any Purchased Transferred OSi Asset or Transferred SC Asset, including any OSi or SC Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable or nontransferable without the consent of a Third Party or a Governmental Body or is cancelable or otherwise materially impaired by a Third Party in the event of an assignment or transfer (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement"NONASSIGNABLE ASSETS") unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents Crompton and deliver any required notices prior to Closing, and Buyer GE shall, and shall cause its their Affiliates to, use commercially reasonable efforts to, and shall cooperate with Seller to the other party in endeavoring to, promptly obtain such consents promptlyfrom such Third Parties or Governmental Bodies; PROVIDED, HOWEVER, that such cooperation shall not require such party to remain secondarily liable or to make any payment or concession to obtain any such consent with respect to any Nonassignable Asset. The parties hereby confirm that consents of a Third Party or Governmental Body may be required in connection with the proposed (x) Sublease by Crompton to GE of the Tarrytown Lease, (y) arrangements described in Section 5.15(c), and (z) arrangements described in Section 5.15(d), and such proposed transactions shall be deemed to be included in the definition of "NONASSIGNABLE OSI ASSETS." (i) To the extent permitted by applicable Law, in the event consents to the assignment thereof can(or such other consents) have not be been obtained, Seller and Buyer shall, and such Nonassignable OSi Assets (other than OSi Governmental Permits that are not assignable without the consent of a Governmental Body ("NONASSIGNABLE OSI PERMITS")) shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust Crompton or the applicable Affiliate of Crompton for Buyer GE (or a Buyer Designee its designated Affiliate) and the covenants and obligations thereunder would shall be performed by Buyer GE (or a Buyer Designee its designated Affiliate) in Seller’s Crompton's or such Affiliate's name and all benefits and obligations existing thereunder would shall be for Buyer’s the account of GE (or the applicable Buyer Designee’s accountits designated Affiliate). Seller shall, and Crompton shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s GE's expense such actions (in its name or otherwise otherwise) as Buyer GE (or its designated Affiliate) may reasonably request (such actions, "GE REQUESTED ACTIONS") so as to provide Buyer GE (or the applicable Buyer Designee its designated Affiliate) with the benefits of the Non-assignable Nonassignable OSi Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable OSi Assets, and Seller Crompton or the applicable Affiliate of Crompton shall promptly pay over to Buyer GE (or the applicable Buyer Designee its designated Affiliate) all money or other consideration received by it in respect to of all Non-assignable Nonassignable OSi Assets. If after Without prejudice to Section 2.13(c), GE shall indemnify and hold harmless Crompton or its Affiliates from and against any Claims (including reasonable attorneys' fees) incurred by Crompton or its Affiliates arising out of, resulting from, based upon, in connection with or relating to any GE Requested Action. (ii) To the Closing Date any Non-assignable Asset becomes assignable (either because consent for extent permitted by applicable Law, in the event consents to the assignment thereof is obtained (or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. dother consents) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be have not been obtained, any consentsuch Nonassignable SC Assets (other than SC Governmental Permits that are not assignable without the consent of a Governmental Body ("NONASSIGNABLE SC PERMITS")) shall be held, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As as of and from the Closing Date, Seller on behalf by GE or the applicable Affiliate of itself GE for Crompton and the covenants and obligations thereunder shall be performed by Crompton in GE's or such Affiliate's name and all benefits and obligations existing thereunder shall be for Crompton's account. GE (or its designated Affiliate) shall take or cause to be taken at Crompton's expense such actions (in its name or otherwise) as Crompton may reasonably request (such actions, "CROMPTON REQUESTED ACTIONS") so as to provide Crompton with the benefits of the Nonassignable SC Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable SC Assets, and GE or the applicable Affiliate of GE shall promptly pay over to Crompton all money or other consideration received by it in respect of all Nonassignable SC Assets. Without prejudice to Section 2.13(c), Crompton shall indemnify and hold harmless GE and its Affiliates authorizes Buyer, to the extent permitted from and against any Claims (including reasonable attorneys' fees) incurred by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller GE or its Affiliates under arising out of, resulting from, based upon, in connection with or relating to any Crompton Requested Action. (i) If any of the NonNonassignable OSi Permits included in the Transferred OSi Assets are not assignable or transferable without obtaining a replacement permit, GE (or its designated Affiliate) shall use its commercially reasonable efforts, and Crompton shall cooperate with GE to obtain such replacement permit, PROVIDED that Crompton shall not be obligated to incur any cost or expense in connection therewith, other than time and reasonable out-assignable Assets and appoints Buyer its attorneyof-in-fact pocket expenses incurred in connection with the cooperation of Crompton's employees, to act in its name on its behalf or obtain replacement permits issued in the name of GE (or its designated Affiliate). (ii) If any such replacement permit cannot be obtained prior to the Closing, Crompton agrees to allow GE (or its designated Affiliate) to operate under Crompton's permits if permitted by Law for a period of up to three months after the Closing (or such longer period as may be reasonably necessary for GE (or its designated Affiliate), using its commercially reasonable efforts to obtain the replacement permits), PROVIDED that (1) GE (or its designated Affiliate) is in compliance with Section 5.3(a) of this Agreement; (2) Crompton shall not be obligated to incur any cost or expense in connection therewith, other than time and reasonable out-of-pocket expenses incurred in connection with the cooperation of Crompton's employees in connection therewith; (3) Crompton agrees to continue to maintain financial assurances, in bonds (at GE's sole cost and expense) required by Law for the OSi Governmental Permits in the name of Crompton or its applicable Affiliate of Seller until such permits are transferred or reissued to GE (or its designated Affiliate); and on such Affiliate’s behalf (4) GE shall indemnify and hold harmless Crompton and its Affiliates against any Losses (including reasonable attorneys' fees) arising in connection with respect theretoGE's operating under Crompton's permits. f(i) Notwithstanding anything in this Agreement to If any of the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses Nonassignable SC Permits included in the NonTransferred SC Assets are not assignable or transferable without obtaining a replacement permit, Crompton shall use its commercially reasonable efforts, and GE (or its designated Affiliate) shall cooperate with Crompton to obtain such replacement permit, PROVIDED that GE (or its designated Affiliate) shall not be obligated to incur any cost or expense in connection therewith, other than time and reasonable out-assignable Assets of-pocket expenses incurred in connection with the cooperation of GE's employees, to obtain replacement permits issued in Crompton's name. (ii) If any such replacement permit cannot be obtained prior to the Closing, GE agrees to allow Crompton to operate under GE's (or its designated Affiliate's) permits if permitted by Law for a period of up to three months after the Closing (or such longer period as may be reasonably necessary for Crompton, using its commercially reasonable efforts to obtain the replacement permits), PROVIDED that (1) Crompton is in compliance with Section 5.3(b) of this Agreement; (2) GE (or its designated Affiliate) shall not be obligated to incur any cost or expense in connection therewith, other than time and reasonable out-of-pocket expenses incurred in connection with the cooperation of GE's (or its designated Affiliate's) employees in connection therewith; (3) GE (or its designated Affiliate) agrees to continue to maintain financial assurances, in bonds (at Crompton's sole cost and expense) required by Law for the SC Governmental Permits in the name of GE or its applicable Affiliate until such permits are transferred or reissued to Crompton; and (4) Crompton shall indemnify and hold harmless GE and its Affiliates against any Losses (including reasonable attorneys' fees) arising in connection with Crompton's operating under GE's permits. (i) If GE and Crompton determine that there are contracts, agreements or arrangements of Crompton or its Affiliate that are not OSi Contracts but that are material to the operation of the OSi Business, Crompton shall use commercially reasonable efforts to, and shall cooperate with GE in endeavoring to, provide GE with the benefit of such contracts, agreements or arrangements, PROVIDED that Crompton shall not be obligated to incur any cost or expense in connection therewith, other than reasonable out-of-pocket expenses incurred in connection with the time and assist Buyerefforts of Crompton's employees, at Buyer’s and PROVIDED, FURTHER, that GE shall indemnify and hold harmless Crompton and its Affiliates from and against any and all Losses (including reasonable request attorneys' fees) incurred by Crompton or its Affiliates arising in connection with any action taken by Crompton in accordance with this Section 2.13(g)(i). (ii) If Crompton and expenseGE determine that there are contracts, to obtain licenses agreements or arrangements of GE or its Affiliate that are not SC Contracts but that are material to replace the licensesoperation of the SC Business, services GE shall use commercially reasonable efforts to, and assets provided shall cooperate with respect Crompton in endeavoring to, provide Crompton with the benefit of such contracts, agreements or arrangements, PROVIDED that GE shall not be obligated to incur any Noncost or expense in connection therewith, other than reasonable out-assignable Assetof-pocket expenses incurred in connection with the time and efforts of GE's employees, and PROVIDED, FURTHER, that Crompton shall indemnify and hold harmless GE and its Affiliates from and against any and all Losses (including reasonable attorneys' fees) incurred by GE or its Affiliates arising in connection with any action taken by GE in accordance with this Section 2.13(g)(ii).

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From Subject to the confidentiality obligations of Buyer pursuant to Section 4.2(b), from time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsdate hereof, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential all data and information in personnel records of Transferred Employees as is and other business records used in or held for use in or relating to the Business reasonably necessary for requested by Buyer to integrate enable Buyer to transition such employees into Buyer’s or a Buyer Designee’s workforce records and otherwise comply with its obligations under Section 5.44.1 of this Agreement. (b) From time to time time, whether before, at or following the Closing, Seller on the one hand and Buyer shall, and on the other hand shall cause their respective Affiliates to, execute, acknowledge and deliver all such further documents, conveyances, notices, assumptions, assumptions and releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to each of Buyer and Buyer Designated Assignees and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a and Buyer Designee Designated Assignees under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a and Buyer Designee Designated Assignees under this Agreement and the Collateral AgreementsAgreement, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)thereby. (c) Nothing in this Agreement or the Collateral Agreements nor the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Assigned Contract, Lease, License, Governmental Permit, certificate, approval, authorization Real Property Lease or other right, which by its terms or by Law is non-assignable not capable of being sold, assigned, transferred, delivered or subleased without the consent or waiver of a Third Party or a Governmental Body or is cancelable by a Third Party such Person in the event of an any such sale, assignment (“Non-assignable Assets”) (provided that in the event that Buyer transfer, delivery or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) sublease unless and until such consents consent or waiver shall have been obtainedbe given. Seller shall use all reasonable commercial efforts efforts, and Buyer shall reasonably cooperate with Seller (but shall not be required to offer or expend additional consideration) to obtain such consents and deliver any waivers and to resolve the impediments to the sale, assignment, transfer, delivery or sublease required notices prior to Closing, by this Agreement or the Collateral Agreements and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such any other consents promptly. To the extent permitted by applicable Law, in the event consents and waivers necessary to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing convey to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be heldDesignated Assignee, as the case may be, all of the Purchased Assets; provided that no Assigned Contract shall be amended and from no right thereunder shall be waived to obtain any such consent or waiver without the Closing Date, by Seller in trust for prior written consent of Buyer or a Buyer Designee and Designated Assignee, as the covenants and obligations thereunder would be performed by Buyer case may be. In the event any such consents or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s waivers are not obtained on or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause prior to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf shall continue to use all reasonable efforts to obtain any such consents or waivers after the Closing Date until such time as such consents or waivers have been obtained, and Seller shall cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer or Buyer Designated Assignee, as the case may be, shall receive the interest of itself Seller in the benefits under any non-assigned Purchased Asset, including, if economically feasible, performance by Seller as agent or performance by Buyer or Buyer Designated Assignee as a subcontractor pending receipt of any required consent, waiver or novation; provided that Buyer shall, and its Affiliates authorizes Buyercause Buyer Designated Assignees to, undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller Buyer or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf Designated Assignees would have been responsible therefor hereunder if such consent or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement waiver had been obtained prior to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this AgreementClosing. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and Closing, subject to reasonable restrictionsapplicable data protection Laws, Seller shall, or and shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees (other than confidential medical information relating to the Transferred Employees for which Buyer has no ongoing need) as is reasonably necessary for Buyer to integrate transition such employees into Buyer’s or a Buyer Designee’s workforce 's records and otherwise comply with its obligations under Section 5.45.4 of this Purchase Agreement. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Purchase Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations Liabilities intended to be assumed by Buyer or a Buyer Designee under this Purchase Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (thereby, including (i) transferring back to Seller or the applicable Seller Subsidiary any asset or liability Liability not contemplated by this Purchase Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability Liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability Liability contemplated by this Purchase Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)Closing and (iii) to the extent that Seller or any of its Affiliates have provided the landlord under any Lease with a bank guarantee or letter of credit, Buyer shall, upon the assignment of such Lease, provide such landlord with a substitute letter of credit or bank guarantee so that Seller's or its Affiliate's bank guarantee or letter of credit will be released. (c) Nothing in this Purchase Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party or Governmental Body in the event of an assignment (“Non-assignable "Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement") unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller use its or their, as applicable, reasonable best efforts, if requested by Buyer, to obtain such consents promptly; provided, however, that such cooperation shall not require Seller or any of its Affiliates to make any payment to obtain any such consent with respect to any Nonassignable Asset, except to the extent that Buyer has agreed in writing to reimburse Seller for such expenses, or remain secondarily liable. Except as provided in Section 8.2(c), the failure of any such consent or approval to be obtained or the failure of any such Nonassignable Asset to constitute a Purchased Asset or any circumstances resulting therefrom shall not, individually or in the aggregate, constitute a Seller Material Adverse Effect or a breach by Seller of any representation, warranty, covenant or agreement contained in this Purchase Agreement or a failure of any condition precedent to Buyer's obligations under this Purchase Agreement. (i) Buyer and Seller shall use their respective reasonable best efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all obligations under any and all Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Buyer (or a Buyer Designee any successor to or assignee of Buyer, by operation of Law or otherwise) and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee in Seller’s 's or such Affiliate's name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer Designee’s 's account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s Seller's reasonable expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in with respect to all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d(ii) Notwithstanding anything to the contrary contained in Sections 2.7(d)(i) and (e) hereof, with respect to the Leased Premises, Buyer and Seller shall, shall use commercially reasonable efforts (not including payment of moneys to Third-Parties above and shall cause their respective Affiliates to, use their respective beyond any customary and reasonable commercial efforts ministerial or administrative fee) to obtain, or to cause to be obtained, any consent, substitution, assignment, assumption, approval, amendment, lease termination or amendment new lease on substantially the same terms (collectively, the "Leased Premises Consents") required to transfer assign any Lease, to novate all rights and obligations under any Lease or to obtain in writing the unconditional release of Seller and all Contractsits Affiliates so that, Leasesin any such case, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or Buyer shall be solely responsible only for those liabilities and obligations or liabilities that constitute Assumed Liabilitiesarise from and after Closing. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name and on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. (f) Notwithstanding anything in this Purchase Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability Liability shall not constitute an Assumed Liability for any purpose under this Purchase Agreement. g) As reasonably requested by Buyer, Seller will identify except to the licenses included in extent that Buyer receives the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable benefit of such Nonassignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsClosing, Seller shallhereby agrees to make available, or shall to cause its Affiliates toto make available, make available to Buyer or a Buyer Designee such non-confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate transition such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4's records. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)thereby. (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party or a Governmental Body or is cancelable cancellable by a Third Party in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement"NONASSIGNABLE ASSETS") unless and until such consents shall have been obtainedbe given. Seller shall agrees, and agrees to cause its Affiliates, to cooperate with Buyer at its request to use all reasonable commercial efforts to obtain such consents and deliver promptly; PROVIDED, HOWEVER, that such cooperation shall not require Seller or any required notices prior to Closing, and Buyer shall, and shall cause of its Affiliates to, cooperate with Seller to remain secondarily liable or to make any payment to obtain any such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance consent with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer DesigneeNonassignable Asset. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, agree to use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment LUCENT TECHNOLOGIES/CELESTICA required to transfer novate all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such liabilities and obligations. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as and from the Closing Date, by Seller or its Affiliates in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller's or one of its Affiliate's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall take or cause to be taken at Buyer's expense such action in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Nonassignable Assets and to effect collection of money or other consideration to become due and payable under the Nonassignable Assets, and Seller or its Affiliates shall promptly pay over to Buyer all money or other consideration received by it in respect to all Nonassignable Assets. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s 's behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer Purchaser shall, and shall cause their respective Affiliates Subsidiaries to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer Purchaser and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Transition Agreements and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities Assumed Liabilities and obligations intended any Liabilities to be assumed by Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Transition Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Excluded Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee Purchaser any asset or liability Liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee Purchaser at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law Law, as modified by the Bankruptcy Code, is non-assignable nonassignable without the consent of a Third Party third party or a Governmental Body or is cancelable by a Third Party third party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts cooperate with Purchaser at its request in endeavoring to obtain any such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents consent promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f(c) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any Liability associated liability exclusively with such Nonassignable Asset shall not constitute an Assumed Liability for any purpose under this Agreement, and the failure of any such consent or approval to be obtained or the failure of any such Nonassignable Asset to constitute a Purchased Asset or any circumstances resulting therefrom shall not, individually or in the aggregate, constitute a Material Adverse Effect or a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement. g(d) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses Once such consent or arrangements to replace the licenses, services and assets provided approval is obtained with respect to a Nonassignable Asset, Seller shall, or shall cause its applicable Subsidiary to, promptly assign, transfer, convey and deliver such Nonassignable Asset to Purchaser, and Purchaser shall assume any Non-assignable Liability associated exclusively with such Nonassignable Asset, for no additional consideration. Purchaser shall indemnify Seller against any Liabilities arising from Purchaser’s use of the Nonassignable Assets after the Closing.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictionsInitial Closing, Seller shall, or shall cause its Affiliates to, hereby agrees to make available to Buyer or a Buyer Designee such non-confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate transition such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4's records. (b) From time to time following the Initial Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)thereby. (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non"NON-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this AgreementASSIGNABLE ASSETS") unless and until such consents shall have been obtainedbe given. Seller shall agrees to cooperate with Buyer at its request to use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closingpromptly; PROVIDED, and Buyer shallHOWEVER, and that such cooperation shall cause its Affiliates to, cooperate with not require Seller to remain secondarily liable or to make any payment to obtain any such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance consent with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer DesigneeAsset. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, agree to use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer novate all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations Contracts or other rights or obligations or liabilities that constitute Assumed LiabilitiesLiabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Buyer and its Affiliates shall be solely responsible for such liabilities and obligations. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, such Non-assignable Assets shall be held, as and from the Initial Closing Date, or, in the case of a Non-assignable Asset which is a Shreveport Contract or License or a Denver and Little Rock Purchase Order, as and from the applicable Shreveport Delayed Asset Closing Date or the Denver and Little Rock Inventory Closing Date, respectively, by Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller's name and all benefits and obligations existing thereunder shall be for Buyer's account. Seller shall take or cause to be taken at Buyer's expense such action in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Non-assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-assignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect to all Non-assignable Assets. (e) As of and from the Initial Closing Date, or, in the case of a Non-assignable Asset which is a Shreveport Contract or License or a Denver and Little Rock Purchase Order, as and from the applicable Shreveport Delayed Asset Closing Date or the Denver and Little Rock Inventory Closing Date, respectively, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s 's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and releases, acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure transfer fully to to, and vest in, Buyer and its Affiliates the Buyer Designees and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which if and to the extent that any such asset or liability was erroneously or inadvertently transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was erroneously or inadvertently not transferred to Buyer or a Buyer Designee at the Closing). (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to transfer or assign any Purchased Asset, including any Assumed Lease, Transferred Contract, Lease, Transferred In-License, Transferred Governmental Permit, certificate, approval, authorization or other right, or enter into any Sublease which by its terms or by Law is non-assignable nonassignable or cannot be entered into without the consent of a Third Party or a Governmental Body or is cancelable by a Third Party in the event of an assignment (“Non-assignable Nonassignable Assets”) unless and until (provided that in the event that i) such consents shall have been obtained or (ii) Buyer or a Buyer Designee notifies Seller that any such Purchased Asset should be transferred or assigned or Sublease entered into hereunder notwithstanding the absence of a requisite Third Party consent or Governmental Body consent or the right of a Third Party to cancel such Nonassignable Asset in the event of an assignmenta transfer or assignment hereunder, then in which event such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Nonassignable Asset for purposes of this AgreementAgreement and shall instead be transferred and assigned or be entered into (in the case of any Sublease) unless and until hereunder notwithstanding the absence of such consents shall have been obtainedThird Party consent or Governmental Body consent or any right of a Third Party to cancel such Purchased Asset. Prior to the Closing, Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closingunder all Nonassignable Assets, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof any requisite consent cannot be obtainedor is not for any reason obtained prior to the Closing, from and after the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in use reasonable commercial efforts to develop a mutually agreeable arrangement (including by way of amendment or addition of services to the Transition Services Agreement) under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Nonassignable Assets in accordance with this Agreement Agreement, including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s or such Subsidiary’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account, and/or (iii) in the case of any Lease Assignment or Sublease that is a Nonassignable Asset, Seller or the applicable Subsidiary will provide, and Buyer or a Buyer Designee would obtain through the Transition Services Agreement (and subject to the provisions and limitations set forth therein), the benefits and assume the obligations under any such Lease Assignment or Sublease in accordance with this Agreement. From and after the Closing Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Non-assignable Nonassignable Assets. If after the Closing Date a Sublease becomes capable of being entered into or any Non-assignable other Nonassignable Asset becomes assignable (either because consent for the assignment or execution thereof is obtained or otherwise), Seller shall promptly notify Buyer and cooperate to procure the execution of such Sublease or to assign or transfer such previously Non-assignable Nonassignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Assumed Leases, Transferred Contracts, Leases, Transferred In-Licenses, Transferred Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Purchased Assets or Assumed LiabilitiesLiabilities or that are required to perform the obligations under the Collateral Agreements. (e) As of From and from after the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. (g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Nonassignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any NonNonassignable Asset. Intellectual Property and Information . Unless expressly set forth in this Agreement, the Intellectual Property Agreement or in any Collateral Agreement, no title, right or license of any kind is granted to Buyer pursuant to this Agreement with respect to the Intellectual Property or Information of Seller or any Affiliate of Seller, either directly or indirectly, by implication, by estoppel or otherwise. Bulk Sales Law . Buyer hereby waives compliance by Seller and any Subsidiary with the requirements and provisions of any “bulk-assignable Assettransfer” Laws of any jurisdiction (collectively, the “Bulk Sales Laws”), including Article 6 of the California Uniform Commercial Code, in each case that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer or a Buyer Designee. Taxes (a) All payments made by Buyer or any Buyer Designee at Closing to Seller or any of its Subsidiaries under or pursuant to this Agreement shall be made free and clear of and without any deduction for or on account of withholding Taxes; provided, for the avoidance of doubt, withholding Taxes subsequently determined to be payable by a taxing authority shall constitute Excluded Taxes and shall be subject to indemnification under Article 9. (b) The payment for any sales, use, transfer, conveyance, stamp, registration, documentary, filing, recording, or similar fees or Taxes (“Transfer Taxes”) incurred in connection with the transfer of the Purchased Assets and the assumption of the Assumed Liabilities to and by, respectively, Buyer and Buyer Designees pursuant to this Agreement shall be borne fifty percent (50%) by Buyer or Buyer Designees and fifty percent (50%) by Seller or its Subsidiaries when due. Each Party shall use reasonable efforts and cooperate in good faith to exempt the sale and transfer of the Purchased Assets from any such Transfer Taxes. The Buyer (or the Buyer Designees) and Seller (or its Subsidiaries) shall cooperate in the preparation and filing of all necessary Returns or other documents with respect to all such Transfer Taxes. The payment shall be made by the Party prescribed by applicable Law as primarily liable for the payment, and the Parties shall provide reimbursement for any Transfer Tax described in this Section 2.8(b) that is paid by the other parties as may be necessary such that the Buyer (or Buyer Designees), on the one hand, and Seller (or its Subsidiaries), on the other each pay fifty percent (50%) of such Transfer Taxes. (c) Notwithstanding anything to the contrary in this Agreement, any Taxes that are Value Added Taxes (including GST and service tax), imposed on assets sold and recoverable by Buyer or Buyer Designee shall be borne solely by Buyer or Buyer Designees but only to the extent that a duly issued invoice has been provided by Seller or a Subsidiary. Any other Value Added Taxes imposed on assets sold shall be borne fifty percent (50%) by Buyer or Buyer Designees and fifty percent (50%) by Seller or its Subsidiaries when due. In the case and to the extent of value added and similar Taxes incurred in connection with the transactions contemplated hereby that are recoverable by Buyer or a Buyer Designee, such Taxes shall be invoiced by Seller or its Subsidiaries to Buyer or Buyer Designee, as applicable, paid by Buyer or Buyer Designee to Seller or its Subsidiaries, as applicable, and remitted by Seller or its Subsidiaries, as applicable, to the relevant Governmental Body in accordance with applicable Law, and Buyer or Buyer Designee shall be entitled to such recovery. The Party prescribed by Law as primarily liable for the payment of such Value Added Taxes shall prepare all necessary documents (including all Returns) with respect to all such amounts in a timely manner. The applicable Party shall file such Returns and pay such Taxes and shall provide evidence satisfactory to the other Party that such Returns have been filed and Taxes have been paid, subject to such Party’s right to reimbursement from the other Party pursuant to this Section 2.8(c) Buyer and Seller shall cooperate to minimize the amount of Transfer Taxes as defined under Section 2.8(b) and the Taxes described in this Section 2.8(c). (d) All real property Taxes, personal property Taxes and similar ad valorem obligations (“Property Taxes”) levied with respect to the Purchased Assets for a Straddle Period shall be apportioned between Seller and Buyer based on the number of days of such Straddle Period, and Seller shall be liable for the proportionate amount of Property Taxes that is attributable to the Pre-Closing Tax Period within such Straddle Period, and Buyer shall be liable for the proportionate amount of Property Taxes that is attributable to the Post-Closing Tax Period within such Straddle Period. Any refund, rebate, abatement or other recovery of Property Taxes attributable to the Pre-Closing Tax Period shall be for the account of Seller, and any refund, rebate, abatement or other recovery of Property Taxes attributable to the Post-Closing Tax Period shall be for the account of Buyer. Upon receipt of any xxxx (or any refund, rebate, abatement, or other recovery) for such Property Taxes, Buyer or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 2.8(d) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within thirty (30) days after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 2.8(d), the applicable Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (e) Following the Closing, Buyer and Seller shall cooperate as reasonably requested for the purpose of enabling the requesting Party to (i) make any election relating to Taxes, (ii) prepare Returns with respect to the IoT Business or the Purchased Assets or (iii) to prepare for and defend audits or other Tax-related examinations by a Governmental Body with respect to the IoT Business and the Purchased Assets. Such cooperation shall be at the expense of the requesting Party; provided that any cost or expense related to any Excluded Taxes shall be at the expense of Seller.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closing, Seller and Buyer Purchaser shall, and shall cause their respective Subsidiaries or Designated Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer Purchaser and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer Purchaser, and the retention or a Buyer Designee assumption of the Liabilities intended to be retained or assumed by Seller and/or its Subsidiaries, under this Agreement and the Collateral Transition Agreements and to assure fully to Seller and its Affiliates Subsidiaries and each of their respective successors and assigns, the assumption of the liabilities and obligations Liabilities intended to be assumed by Buyer or a Buyer Designee Purchaser under this Agreement and the Collateral Transition Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or the applicable Subsidiary any asset or liability Liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability Liability was transferred to Buyer or a Buyer Designee Purchaser at the Closing, and (ii) transferring back to Buyer or a Buyer Designee Seller any asset or liability Liability of the Acquired Companies not related to the Business and (iii) transferring to Purchaser any asset or Liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee Purchaser at the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable nonassignable without the consent of a Third Party third party or a Governmental Body or is cancelable by a Third Party third party in the event of an assignment (“Non-assignable Nonassignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) unless and until such consents consent shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices prior to Closing, and Buyer shall, and shall cause its Affiliates Subsidiaries to, cooperate with Seller use reasonable best efforts to obtain such consents promptly; provided, however, that, such cooperation shall not require Seller or any of its Subsidiaries to remain secondarily liable or to make any payment to obtain any such consent with respect to any Nonassignable Asset, except to the extent provided in Section 6.13(b). (c) Purchaser and Seller shall use their respective reasonable best efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all obligations under any and all Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Subsidiaries so that, in any such case, Purchaser and its Subsidiaries shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and such Nonassignable Assets shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiaries of Seller in trust for Buyer or a Buyer Designee Purchaser and the covenants and obligations thereunder would shall be performed by Buyer or a Buyer Designee Purchaser in Seller’s or such Subsidiaries’ name and all benefits and obligations existing thereunder would shall be for Buyer’s or the applicable Buyer DesigneePurchaser’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer DesigneePurchaser’s expense such actions in its name or otherwise as Buyer Purchaser may reasonably request so as to provide Buyer or the applicable Buyer Designee Purchaser with the benefits of the Non-assignable Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Nonassignable Assets, and Seller or the applicable Subsidiaries of Seller shall promptly pay over to Buyer or the applicable Buyer Designee Purchaser all money or other consideration received by it in respect to of all Non-assignable Nonassignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all rights and obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates Subsidiaries authorizes BuyerPurchaser, to the extent permitted by applicable Law and the terms of the Non-assignable Nonassignable Assets, at BuyerPurchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates Subsidiaries under the Non-assignable Nonassignable Assets and appoints Buyer Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate Subsidiary of Seller and on such AffiliateSubsidiary’s behalf with respect thereto. f(e) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Nonassignable Asset is obtained, such Non-assignable Nonassignable Asset shall not constitute a Purchased Asset and any associated liability Liability shall not constitute an Assumed Liability for any purpose under this Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing to the extent permitted by applicable Law and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b(but no later than eighteen (18) From time to time months following the Closing), Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully and effectively transfer, assign and convey to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements to fully and effectively transfer, assign and convey to assure fully to Seller Buyer and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations Assumed Liabilities intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral AgreementsAgreement, and to otherwise make effective the transactions Transactions contemplated hereby and thereby (to confirm Buyer’s right, title or interest in the Acquired Assets, to put Buyer in actual possession and operating control thereof and to assist Buyer in exercising all rights with respect thereto, including (i) transferring and/or delivering back to Seller any asset or liability not contemplated by this Agreement to be a Purchased an Acquired Asset or an Assumed Liability, respectively, which asset or liability was transferred and/or delivered to Buyer at or a Buyer Designee at after the Closing, Closing and (ii) transferring and/or delivering to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased an Acquired Asset or an Assumed Liability, respectively, which was not transferred and/or delivered to Buyer at or a Buyer Designee at after the Closing). c(b) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall be construed as an attempt or agreement to assign sell, transfer, assign, convey or deliver any Purchased Assetasset, including property or right to Buyer (provided, that this Section 2.6(b) shall not affect whether any Contractasset, Lease, License, Governmental Permit, certificate, approval, authorization property or right shall be deemed to be an Acquired Asset for any other right, purpose under this Agreement) or for Buyer and its successors and assigns to assume any Assumed Liability which by its terms or by Law is non-assignable not transferable or nonassignable, as applicable, without the consent or waiver of a Third Party or a Governmental Body third party or is cancelable by a Third Party third party in the event of an such a transfer or assignment (“Non-assignable Assets”) (provided that without the consent or waiver of such third party, in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an assignment, then such Purchased Asset that is cancelable by a Third Party in the event of assignment shall not be included as a Non-assignable Asset for purposes of this Agreement) each case unless and until such consents consent or waiver shall have been obtained. obtained (collectively, “Non-Assignable Assets”). (c) Seller shall use all its reasonable commercial best efforts to obtain such consents obtain, or to cause to be obtained, any consent or waiver that is required for Seller to sell, transfer, assign, convey and deliver any required notices prior the Acquired Assets to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller pursuant to obtain such consents promptlythis Agreement. To the extent permitted by applicable Law, in the event consents to the assignment thereof any such consent or waiver cannot be obtainedobtained prior to Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would subject thereto and affected thereby shall be held, as of and from the Closing DateClosing, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name benefit of Buyer, and all benefits and obligations existing thereunder would shall be for Buyer’s account, (ii) Buyer shall pay, perform or otherwise discharge (in accordance with the applicable Buyer Designee’s account. Seller shallrespective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Asset, (iii) Seller shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s its own expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the such Non-assignable Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under the such Non-assignable Assignable Assets, and Seller shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all of such Non-assignable Assignable Assets. If after the Closing Date any Non-assignable Asset becomes assignable , (either because consent for the assignment thereof is obtained or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset to Buyer or the applicable Buyer Designee. div) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts mutually cooperate to obtain, or to cause to provide any other alternative arrangements as may be obtained, any consent, substitution, approval, or amendment reasonably required to transfer implement the purposes of this Agreement and the other Transaction Documents and (v) Buyer shall promptly reimburse all rights and reasonable expenses incurred by Seller in connection with obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or set forth in the second sentence of this Section 2.6(c). Seller’s obligations or liabilities that constitute Assumed Liabilitiespursuant to this Section 2.6(c) shall expire eighteen (18) months after the Closing Date. e(d) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Non-assignable Assets Assignable Assets. (e) From time to time after the Closing (but no later than eighteen (18) months following the Closing), Seller shall execute and appoints deliver such other instruments of transfer and documents related thereto and take such other action as Buyer its attorney-in-fact may reasonably request in order to act more effectively transfer to Buyer, and to place Buyer in its name on its behalf possession and control of, the Acquired Assets, or in the name of the applicable Affiliate to enable Buyer to exercise and enjoy all rights and benefits of Seller and on such Affiliate’s behalf with respect thereto. f) Notwithstanding anything . Buyer shall take such actions as Seller may reasonably request in order to assure Buyer’s assumption of the Assumed Liabilities. Buyer shall promptly reimburse all reasonable expenses incurred by Seller in connection with obligations set forth in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this AgreementSection 2.6(e). g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.

Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing Subject to the extent permitted by applicable Law specific terms and subject to reasonable restrictions, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such confidential data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4. b) From time to time following the Closingconditions hereof, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver each agrees to use reasonable commercial efforts to take all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements actions and to assure fully do all things necessary, proper or advisable to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective consummate the transactions contemplated hereby hereby. Seller will from time to time subsequent to the Closing Date, at Buyer's request and thereby (assistance as necessary, execute and deliver such other instruments of conveyance, assignment and transfer and take such other actions as Buyer may reasonably request in order more effectively to convey, assign, transfer to and vest in Buyer the Purchased Assets, including (i) transferring back without limitation, taking actions, filing motions and notices with a Governmental Body to effectuate the transfer or assignment of a Contract or the termination of a Contract for the purpose of enabling the retention of Buyer to perform the obligations and enjoy the benefits of the Contracts. Buyer and Seller any asset or liability not contemplated by will work together from the date of this Agreement to be a and following the Closing Date to transfer electronic data and records and accounting and personnel information Related to the Business and similar information that are being transferred in connection with the Purchased Asset or an Assumed LiabilityAssets. Buyer will from time to time subsequent to the Closing Date, respectivelyat Seller's request, which asset or liability was transferred execute and deliver such other instruments of conveyance, assignment and transfer and take such other actions as Seller may reasonably request in order more effectively to Buyer or a Buyer Designee at accomplish the Closingassumption of, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an discharge Seller from responsibility for, the Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing)Liabilities. c(b) Nothing in this Agreement nor or the consummation of the transactions contemplated hereby Collateral Agreements shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Leaselicense, LicenseBusiness Record, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable not capable of being sold, assigned, transferred, delivered, subleased or sublicensed without the consent consent, action, approval or waiver of a Third Party or a Governmental Body or is cancelable by a Third Party such Person in the event of an assignment (“Non-assignable Assets”) (provided that in the event that Buyer or a Buyer Designee notifies Seller that any Purchased Asset should be transferred notwithstanding the right of a Third Party to cancel in the event of an such sale, assignment, then such Purchased Asset that is cancelable by a Third Party in transfer, delivery, sublease or sublicense or the event sale, assignment, transfer, delivery, sublease or sublicense of assignment shall not be included as a Non-assignable Asset for purposes which would affect adversely the rights of this Agreement) any party hereto unless and until such consents consent or waiver shall have been obtainedbe given. Seller shall use all reasonable commercial efforts, and Buyer shall reasonably cooperate with Seller, to obtain such consents, actions, approvals, authorizations, orders or waivers and to resolve the impediments to the sale, assignment, transfer, delivery, sublease or sublicense required by this Agreement or the Collateral Agreements; provided, that Seller shall not be required to pay any consent fees or make any other concessions to any person in order to obtain any consents, actions, approvals, authorizations, orders or waivers. In the event any such consents, actions, approvals, authorizations, orders or waivers are not obtained on or prior to the Closing Date, Seller shall continue to use reasonable commercial efforts to obtain any such consents and deliver any required notices prior to Closingconsents, and Buyer shallactions, and shall cause its Affiliates toapprovals, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Lawauthorizations, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in orders or waivers for a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Non-assignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Non-assignable Assets would be held, as period of and from six months after the Closing Date, by Seller in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Non-assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-assignable Assets, and Seller shall promptly cooperate with Buyer (at Buyer's request) in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such consents, actions, approvals, authorizations, orders or waivers, including performance by Seller, as agent, if economically feasible; provided, that Buyer shall undertake to pay over or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent, action, approval, authorization, order or waiver had been obtained; provided, further that Seller shall not be required to pay any consent fees or make any other concessions to any person in order to obtain any consents, actions, approvals, authorizations, orders or waivers. During such time as the applicable Buyer Designee all money parties are attempting to obtain consents, approvals, authorizations or other consideration received by it in respect orders to all Non-assignable Assets. If after assignment or transfer of any Contracts hereunder following the Closing Date (including, any Non-assignable Asset becomes assignable Contract that required approval, authorization or an order of a court for Seller to perform services or receive compensation under the Contract), if, and to the extent that, Buyer is unable to provide services under any such Contract (either because consent for including, by virtue of the assignment thereof is obtained fact that a court does not authorize Seller to cease performing services under the Contract or otherwise), Seller shall promptly notify Buyer and assign or transfer such previously Non-assignable Asset may, notwithstanding anything to Buyer or the applicable Buyer Designee. d) Buyer and Seller shallcontrary herein, continue to do so, if it so elects, and receive its customary fees and expenses thereunder, or if Seller is unable to do so for any reason (and Buyer is not able for any reason to perform the work being performed by the Seller), Seller may terminate or withdraw from the Contract. Transfers of Contracts shall cause their respective Affiliates tobe pursuant to the Protocol attached hereto as Exhibit C. Without limiting the generality of the foregoing, Seller and Buyer specifically agree that each party will use their respective reasonable commercial efforts to obtain, or obtain the consents necessary to cause enable Buyer and Seller to execute the desk sharing license to be obtainedentered into in connection with the Transition Services Agreement, and, subject to Section 3.9 of the Transition Services Agreement, any consentcosts incurred in obtaining such consents shall be divided equally between Buyer and Seller; provided, substitution, approval, or amendment required that the failure to transfer all rights and obligations under obtain any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or such consents shall not be deemed a breach by Seller of any of its obligations or liabilities that constitute Assumed Liabilities. e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller agreements hereunder or its Affiliates under the Non-assignable Assets Transition Services Agreement and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on any office spaces for which such Affiliate’s behalf with respect thereto. f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Non-assignable Asset is obtained, such Non-assignable Asset consents have not been obtained shall not constitute a Purchased Asset be considered Locations as defined in and any associated liability shall not constitute an Assumed Liability for any purpose under this the Transition Services Agreement. g) As reasonably requested by Buyer, Seller will identify the licenses included in the Non-assignable Assets and shall cooperate with and assist Buyer, at Buyer’s reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Non-assignable Asset.