Common use of Further Assurances; Post-Closing Cooperation Clause in Contracts

Further Assurances; Post-Closing Cooperation. From time to time after the Closing Date, at the Buyer’s reasonable request and at Buyer’s expense, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance and transfer and take such other actions as the Buyer may reasonably request in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney of the Seller with full power of substitution in the name of the Buyer or in the name of the Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchasers' request and at Buyer’s expensewithout further consideration, the Seller Sellers shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchasers such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchasers may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchasers the Business, and to confirm Purchasers' title to the Buyer of the Purchased Assets, and . (b) conveyExcept with regard to matters set forth in ARTICLES IX and X, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller Sellers hereby constitute and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoint Purchasers the true and lawful attorney of the Seller Sellers, with full power of substitution substitution, in the name of the Buyer Sellers or in the name Purchasers, but on behalf of the Seller but and for the benefit of the Buyer Purchasers: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchasers may in its discretion deem reasonably proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchasers shall deem desirable. The Buyer Sellers hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by them in any manner or for any reason. Sellers shall deliver to retain for its own accounts any amounts collected pursuant Purchasers at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Sellers. Purchasers shall indemnify and hold harmless Sellers from any and all Losses caused by or arising out of any actions by Purchasers in their exercise of such power of attorney. (c) Following the Closing, including each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom (provided such access does not unreasonably interfere with the business operations of each party), to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any amounts payable Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period as interest is required by Law and in respect any event for three (3) years not to destroy or otherwise dispose of any books, records and other data relating to the Business unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) Business Day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (e) Notwithstanding anything to the contrary contained in this SECTION 1.08, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable 's request and at Buyer’s expensewithout any further consideration, the Seller shall shall: (i) execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Buyer such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation; (ii) provide such materials and information; and (iii) take such other actions actions, as the Buyer may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Buyer, to confirm Buyer's title to, all of the Acquired Assets, and, to the Buyer of the Purchased Assetsfull extent permitted by law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in actual possession and operating control of the Acquired Assets and to assist Buyer in exercising all or any part of rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Purchased Assets. In addition, in the event that following Collateral Agreements. (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoints Buyer the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer or in the name Seller, but on behalf of the Seller but and for the benefit of the Buyer Buyer: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits ("Actions or Proceedings") that Buyer may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Acquired Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Acquired Assets. The ; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer shall deem desirable. Seller hereby acknowledges that the power of attorney hereby granted is coupled with an interest and is not and shall not be entitled to retain revocable by Seller in any manner or for its own accounts any amounts collected pursuant to the foregoing powersreason and shall survive Seller's insolvency, including any amounts payable as interest in respect thereofliquidation or dissolution.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer's request and without further consideration, Seller and Sub shall: (i) execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) provide such materials and information; and (iii) take such other actions, as Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer, to confirm Buyer's title to, all of the Acquired Assets, and, to the full extent permitted by law, to put Buyer in actual possession and operating control of the Acquired Assets and to assist Buyer in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Collateral Agreements. (b) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer the true and lawful attorney of Seller, with full power of substitution, in the name of Seller or Buyer, but on behalf of and for the benefit of Buyer: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits ("Actions or Proceedings") that Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer shall deem desirable. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Seller shall deliver to Buyer at the Closing an acknowledged power of attorney to the foregoing effect executed by Seller. Notwithstanding anything in this Section 2.6(b) to the contrary, if and when Buyer decides to exercise the power of attorney or other rights granted pursuant to this Section 2.6(b) (the "Special Rights"), Buyer shall provide Seller with a written notice pursuant to Section 11.1 specifying in reasonable detail the matters or circumstances which require the exercise of the Special Rights, and Buyer shall not exercise the Special Rights if within five (5) business days of receipt of any notice Seller implements measures to resolve to Buyer's reasonable satisfaction the matters or circumstances which required the exercise of the Special Rights by Buyer. (c) From time to time after the Closing DateClosing, at the Buyer’s reasonable request and at Buyer’s expense, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance and transfer and take such other actions as the Buyer may reasonably request in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the will afford Buyer, its successors counsel and assigns as its accountants, upon reasonably advanced written notice, during normal business hours, reasonable access to the true books and lawful attorney of records and other data primarily relating to the Seller Products in Seller's possession with full power of substitution in respect to periods prior to the name of Closing and the Buyer or in the name of the Seller but for the benefit of the Buyer (a) right to collect for the account of the Buyer all accounts receivable make copies and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest inextracts therefrom, to the extent that such access may be reasonably required by Buyer in connection with: (i) the preparation of tax returns; (ii) the determination or enforcement of rights and obligations under this Agreement; (iii) compliance with the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect requirements of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts Governmental Entity; or (iv) in connection with any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereofactual or threatened Action or Proceeding.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the BuyerPurchaser’s reasonable request and at Buyer’s expensewithout further consideration, the each Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchaser, and to confirm Purchaser’s title to, all of the Business and the Assets, and, to the Buyer of the Purchased Assetsfull extent permitted by Law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause such Seller to fulfill its obligations under this Agreement and the Operative Agreements. All costs, fees and expenses reasonably incurred by any Seller in complying with the obligations of this Section 1.05(a) shall be borne by Purchaser, provided that any costs incurred by any Seller to remove any Lien or cure any part of default shall be paid by the Purchased Assets. In addition, in the event that following Sellers. (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The each Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoints Purchaser the true and lawful attorney of the Seller such Seller, with full power of substitution substitution, in the name of the Buyer such Seller or in the name Purchaser, but on behalf of the Seller but and for the benefit of the Buyer Purchaser: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchaser may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall deem desirable. The Buyer Each Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Each Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by such Seller. Purchaser shall indemnify and hold harmless the Sellers from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (c) Following the Closing, each party will afford the other parties, and their respective counsel and accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the thirty (30) day period after such offer is made. Any books, records or other data to be delivered to any Seller or Shareholder shall be entitled delivered to retain for Xxxxx & XxXxxxxx at the address specified in Section 12.01. Any books, records or other data to be delivered to Purchaser shall be delivered to Xxxxx, Xxxxxxxx & Xxxxxxx, LLP at the address specified in Section 12.01. (d) If, in order properly to prepare its own accounts any amounts collected Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient’s request, cost and expense pursuant to the foregoing powersdelivery procedures set forth in paragraph (c) above. (e) Notwithstanding anything to the contrary contained in this Section, including any amounts payable as interest if the parties are in respect thereofan adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. From time to time after the Closing Date, at the Buyer’s reasonable request and at Buyer’s expenserequest, the Seller Sellers shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance and transfer and take such other actions as the Buyer may reasonably request in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In additionWithout limiting the foregoing, in the event that following the Closing Date, any accounts receivable of Seller Accounts Receivable are received by or otherwise paid to the Buyereither Seller, the Buyer such Seller shall hold the same in trust for the Seller Buyer and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable Accounts Receivable to the Seller Buyer without offset or reduction for any reason whatsoever. The Each Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney of the such Seller with full power of substitution in the name of the Buyer or in the name of the such Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable Accounts Receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable Accounts Receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchaser's request and at Buyer’s expensewithout further consideration, the Seller shall, and Parent shall cause Seller, to execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchaser, and to confirm Purchaser's title to, all of the Transferred Assets, and, to the Buyer of the Purchased Assetsfull extent permitted by Law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer Purchaser in actual possession and operating control of the Business and the Transferred Assets and to assist Purchaser in exercising all or any part of rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Purchased Assets. In addition, in the event that following Operative Agreements. (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoints Purchaser the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer Seller or in the name Purchaser, but on behalf of the Seller but and for the benefit of the Buyer Purchaser: (ai) to collect demand and receive from time to time any and all the Transferred Assets and to make endorsements and give receipts and releases for the account and in respect of the Buyer all accounts receivable same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchaser may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Transferred Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Transferred Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall deem desirable. The Buyer Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by it in any manner or for any reason. Seller shall, and Parent shall cause Seller to, deliver to retain for its own accounts any amounts collected pursuant Purchaser at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Seller. Purchaser shall indemnify and hold harmless Seller from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (c) Following the Closing, including each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any amounts payable as interest Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements or (v) in respect connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 14.06. ------------- (e) Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. From time to time after the Closing Date, at the Buyer’s reasonable request and at Buyer’s expenserequest, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance and transfer and take such other actions as the Buyer may reasonably request in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In additionWithout limiting the foregoing, in the event that following the Closing Date, any accounts receivable of Seller Accounts Receivable are received by or otherwise paid to the BuyerSeller, the Buyer Seller shall hold the same in trust for the Seller Buyer and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable Accounts Receivable to the Seller Buyer without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney of the Seller with full power of substitution in the name of the Buyer or in the name of the Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable Accounts Receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable Accounts Receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.. 138358.00102/7171707v.5

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Parent's or Purchaser's request and at Buyer’s expensewithout further consideration, Seller shall, and shall cause the Seller shall Subsidiaries to, execute and deliver to Parent or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser or Parent may reasonably request deem necessary or desirable in order more effectively to (a) perfect vest title to the Shares in Purchaser and record, if necessary, the sale, assignment, conveyance, to transfer, convey and delivery assign to the Buyer Company, and to confirm the Company's title to, all of the Purchased Transferred Assets, and (b) conveyand, transfer to and vest in the Buyer and full extent permitted by Law, to put the Buyer Company in actual possession and operating control of the Business and the Transferred Assets and to assist the Company and Purchaser in exercising all or any part rights with respect thereto, and otherwise to cause Seller and the Seller Subsidiaries to fulfill their obligations under this Agreement and the Operative Agreements. Seller will provide access to copies of Books and Records not transferred at Closing, as requested by Purchaser, after expiration of the Purchased Assets. In addition, in the event that following Transition Services Agreement. (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of appoints the Closing Date, the Buyer, its successors and assigns as Company the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of Seller or the Buyer or in the name Company, but on behalf of the Seller but and for the benefit of the Buyer Company: (ai) to collect demand and receive from time to time any and all the Transferred Assets and to make endorsements and give receipts and releases for the account and in respect of the Buyer all accounts receivable same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions that Parent may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Transferred Assets; (iii) to defend or compromise any and or all actions, suits or proceedings Actions in respect of any of the Purchased Transferred Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Parent shall deem desirable. The Buyer Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by it in any manner or for any reason. Seller shall deliver to retain for its own accounts any amounts collected pursuant the Company at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Seller. The Company shall indemnify and hold harmless Seller from any and all Losses caused by or arising out of any breach of Law by the Company in its exercise of such power of attorney. (c) Following the Closing, including (i) Seller will afford Purchaser and Parent, their counsel and their accountants, and (ii) the Company will afford Seller, its counsel and accountants, during normal business hours, reasonable access to their respective employees and the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any amounts payable as interest Governmental Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements or (v) in respect connection with any actual or threatened Action or Proceeding. Further, each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other parties and no other party shall have agreed in writing to take possession thereof during the ten (10) day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of another party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 14.06. (e) Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. From (a) Upon the terms and subject to the conditions of this Agreement, at any time or from time to time after the Closing DateClosing, at each of the Buyer’s reasonable request and at Buyer’s expense, the Seller Parties hereto shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance documents and transfer instruments, provide such materials and information and take such other actions as the Buyer may reasonably request be necessary, proper or advisable, to the extent permitted by Applicable Law, to fulfill its obligations under this Agreement or otherwise as may be reasonably required to make effective the Transactions and the other transactions contemplated hereby. (b) If, in order to (a) perfect properly prepare its Tax Returns, other documents or reports required to be filed with Governmental Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that Seller be furnished with additional information, documents or records relating to the business or financial or operating condition of the Company and record, if necessary, the sale, assignment, conveyance, transferCompany Subsidiaries, and delivery such information, documents or records are in the possession or control of Purchaser or its Affiliates (including the Company), Purchaser shall promptly (i) furnish or make available such information, documents or records (or copies thereof) at Seller's reasonable request and (ii) make available to Seller, its Affiliates and their respective Representatives the Buyer employees of Purchaser and its Affiliates in respect of the Purchased AssetsCompany and Company Subsidiaries whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Seller, its Affiliates or their respective Representatives in connection with Seller's or such Affiliates' (bor such Representatives') convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or inquiries for any part of the Purchased Assetspurposes referred to in this Section 6.07(b), including the presence of such persons as witnesses in hearings or trials for such purposes. In additionSeller shall reimburse Purchaser promptly for any reasonable out-of-pocket expenses incurred by Purchaser and its Affiliates in complying with any request by or on behalf of Seller, its Affiliates or their respective Representatives in the event that following connection with this Section 6.07(b). Purchaser agrees for a period of seven (7) years after the Closing Date, any accounts receivable or such longer period as the books and records and other data relating to the business or financial or operating condition of Seller are received by the Company and Company Subsidiaries in Purchaser's or its Affiliates' (including the Company's) possession with respect to periods prior to the Closing Date remain relevant to open Tax years, not to destroy or otherwise paid dispose of any such books, records and other data unless Purchaser shall first offer by notice to Seller to surrender such books, records and other data and Seller shall not agree in writing to take possession thereof, at its cost and expense, during the ninety (90) day period after such offer is made. Without limiting the foregoing, Seller and its Affiliates shall have the right to retain copies of all books, data, files, information and records in any media (including, for the avoidance of doubt, tax returns and other information and documents relating to tax matters) of the Company and Company Subsidiaries relating to periods ending on or prior to the BuyerClosing Date (i) relating to information (including employment and medical records) regarding the Company Employees, the Buyer shall hold the same in trust for the Seller and shall promptly (and in ii) as required by any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset legal or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney of the Seller with full power of substitution in the name of the Buyer or in the name of the Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powersregulatory authority, including any amounts payable Applicable Law, or (iii) as interest may be necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement, in respect thereofeach case subject to compliance with all Applicable Laws relating to privacy. (c) Notwithstanding anything to the contrary contained in this Section 6.07, if the Parties are in an adversarial relationship in any Action, the furnishing of information, documents or records in accordance with any provision of this Section 6.07 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) From time to time after the Closing DateClosing, at without additional consideration, each of the Buyer’s reasonable request and at Buyer’s expenseParties will (or, the Seller shall if appropriate, will cause their Affiliates to) execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other further instruments of conveyance and transfer and take such other actions action as may be necessary to make effective the Buyer may reasonably request transactions contemplated by this Agreement and the Transaction Documents. If any Party will following the Closing have in order its possession any asset, right or Liability that under this Agreement that should have been delivered to (a) perfect and recordanother Party, if necessarythen such Party will promptly deliver such asset, the sale, assignment, conveyance, transfer, and delivery right or Liability to the Buyer of the Purchased Assets, and other Party. (b) convey, transfer to Sellers hereby constitute and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appointsappoint, effective as of the Closing Date, the Buyer, Buyer and its successors and assigns as the true and lawful attorney of the Seller Sellers with full power of substitution in the name of the Buyer Buyer, or in the name of the Seller Sellers, but for the benefit of the Buyer Buyer, at Buyer’s cost (ai) to collect for the account of the Buyer all accounts receivable and any other item items of Purchased Assets and (bii) to institute and prosecute all proceedings which the that Buyer may in its reasonable discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets Assets, and to defend or compromise any and all actions, suits or proceedings Actions in respect of any of the Purchased Assets, except and to the only extent such defense, counterclaim or right of setoff would give rise to a Loss for a Seller, in which event Seller will promptly notify Buyer in writing that such claim is being retained by Seller and such claim shall be handled pursuant to Article VIII of this Agreement. The Buyer shall will be entitled to retain for its own accounts account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. (c) Following the Closing, Sellers will afford Buyer and its Representatives (i) such access during normal business hours as Buyer may reasonably request to all books, records and other data and information, including any information from Employees, relating to the Business, the Purchased Assets, the Excluded Assets, the Assumed Liabilities and the Excluded Liabilities and (ii) the right to make copies and extracts therefrom. Further, each Party agrees for a period extending seven years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such Party will first offer in writing to surrender such books, records and other data to the other Party and such other Party will not agree in writing to take possession thereof during the ten calendar day period after such offer is made and to inform the senders that Buyer is the new rightful recipient. (d) Following the Closing, Buyer may receive and open all mail addressed to Sellers and deal with the contents thereof in its discretion to the extent that such mail and the contents thereof relate to the Business. Buyer agrees to deliver or cause to be delivered to Sellers all mail received by Buyer after the Closing addressed to Sellers or any of their respective Affiliates that does not relate to the Business, including any mail related or addressed to the Affiliated entities that are landlords of the Affiliated Real Property Leases. (e) Sellers will take, or cause to be taken, all actions and do, or cause to be done, at no cost to Sellers, all things necessary, proper, or advisable to register, maintain, and prevent the diminution in value of the Business Intellectual Property, including filing any affidavits of use in commerce with the U.S. Patent and Trademark Office, responding to all office actions or other correspondence from the U.S. Patent and Trademark Office, U.S. Copyright Office, and all other corresponding governmental offices throughout the world, obtaining and recording all documents necessary to establish, maintain, transfer, or identify Buyer’s rights in such Intellectual Property, including all necessary assignments of such Intellectual Property and fulfilling all of its duties and obligations and avoid any defaults under all Contracts regarding Intellectual Property, and assist Buyer after the Closing with respect to any legal or administrative action relating to the Intellectual Property, including before the U.S. Patent and Trademark Office, U.S. Copyright Office, and all other corresponding foreign and domestic Governmental Authorities. (f) To the extent that any moral rights or rights of droit moral are deemed to exist or apply in any jurisdiction to any of the Intellectual Property rights transferred hereunder, each of Sellers agrees to, and hereby waives, or hereby agrees to seek a waiver in favor of Sellers and Buyer of any and all such moral rights or rights of droit moral. (g) Sellers will effect all renewals of all Intellectual Property that are scheduled to or may expire between the date hereof and the date that is 30 days after the Closing Date. Subject to the immediately following sentence, Buyer will be responsible for all out-of-pocket third-party fees and expenses incurred by Sellers in connection with all such renewals, and Buyer will reasonably assist Sellers in connection therewith, including executing and delivering, or causing to be executed and delivered, all such documents and instruments as Sellers may reasonably deem necessary to affect such renewals. Sellers will be fully responsible for, including paying all costs associated with, filing releases of all security Encumbrances existing on the Closing Date on Business Intellectual Property with the United States Patent and Trademark Office and any applicable foreign Intellectual Property offices where Encumbrances have been recorded on or prior to the Closing Date.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchaser request and at Buyer’s expensewithout further consideration, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the Buyer of the Purchased Assetsfull extent permitted by Law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all or any part of rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Purchased Assets. In addition, in the event that following Transaction Documents. (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoints Purchaser the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer Seller or in the name Purchaser, but on behalf of the Seller but and for the benefit of the Buyer Purchaser: (ai) to collect for demand and receive from time to time any and all the account of the Buyer all accounts receivable and any other item of Purchased Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; and (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchaser may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any rightclaim of Purchaser in or to the Purchased Assets;. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following the Closing, title or interest ineach party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to or under the books, records and other data relating to the Purchased Assets in its possession with respect to periods prior to the Closing and the right to defend make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or compromise any enforcement of rights and all actionsobligations under this Agreement, suits or proceedings in respect (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding involving the party seeking access or the Purchased Assets. The Buyer Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall be entitled first offer in writing to retain for its own accounts any amounts collected pursuant surrender such books, records and other data to the foregoing powersother party and such other party has not agreed in writing to take possession thereof during the ten (10) Business Day period after such offer is made. (d) If, including any amounts payable as interest in respect order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Purchased Assets not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient’s request, cost and expense.

Further Assurances; Post-Closing Cooperation. (a) From time to time after the Closing DateClosing, at without additional consideration, each of the Buyer’s reasonable request and at Buyer’s expenseparties will (or, the Seller if appropriate, shall cause their Affiliates to) execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other further instruments of conveyance and transfer and take such other actions action as may be necessary to make effective the Buyer may reasonably request Transactions and the Transaction Documents. If either party shall following the Closing have in order to (a) perfect and recordits possession any asset, if necessary, the sale, assignment, conveyance, transfer, and delivery right or Liability that under this Agreement that should have been delivered to the Buyer of other party, then such party shall promptly deliver such asset, right or Liability to the Purchased Assets, and other party. (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Each Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its Bxxxxx and their respective successors and assigns as the true and lawful attorney of the such Seller with full power of substitution in the name of the Buyer Buyers, or in the name of the Seller such Seller, but for the benefit of the Buyer Buyers, at Buyers’ sole cost (ai) to collect for the account of the Buyer all accounts receivable and Buyers any other item items of Purchased Acquired Assets and (bii) to institute and prosecute all proceedings which the Buyer that Buyers may in its their reasonable discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets Acquired Assets, and to defend or compromise any and all actions, suits or proceedings Actions in respect of any of the Purchased Acquired Assets. The Buyer Buyers shall be entitled to retain for its their own accounts account any amounts collected pursuant to the foregoing powers, including including, without limitation, any amounts payable as interest in respect thereof. (c) Following the Closing, Buyers may receive and open all mail addressed to any Seller and delivered to either Buyer and deal with the contents thereof in its discretion to the extent that such mail and the contents thereof relate to the Business. Buyers agree to deliver or cause to be delivered to Sellers all mail received by either Bxxxx after the Closing addressed to any Seller that does not relate to the Business. (d) Each Seller will take, or cause to be taken, all actions and do, or cause to be done, at no cost to such Seller, all things necessary, proper, or advisable to register the Business Registered Intellectual Property, including filing any affidavits of use in commerce with the U.S. Patent and Trademark Office, responding to all office actions or other correspondence from the U.S. Patent and Trademark Office, U.S. Copyright Office, and all other corresponding governmental offices throughout the world, obtaining and recording all documents necessary to establish, maintain, transfer or identify Buyers’ rights in such Intellectual Property, including, without limitation, all necessary assignments of such Intellectual Property and fulfilling all of its duties and obligations and avoid any defaults under all Contracts regarding Intellectual Property, and assist Buyers after the Closing with respect to any legal or administrative action relating to the Intellectual Property, including before the U.S. Patent and Trademark Office, U.S. Copyright Office, and all other corresponding foreign and domestic Governmental Authorities. (e) Sellers shall effect all renewals of all Business Intellectual Property that are scheduled to or may expire between the date hereof and the date that is [***] after the Closing Date. Subject to the immediately following sentence, Buyers shall be responsible for all out-of-pocket third-party fees and expenses incurred by Sellers in connection with all such renewals, and Buyers shall reasonably assist Sellers in connection therewith, including executing and delivering, or causing to be executed and delivered, all such documents and instruments as Sellers may reasonably deem necessary to affect such renewals. Sellers shall be fully responsible for, including paying all costs associated with, filing releases of all security Encumbrances existing on the Closing Date on Business Registered Intellectual Property with the United States Patent and Trademark Office and any applicable foreign intellectual property offices where Encumbrances have been recorded on or prior to the Closing Date. (f) For a period of [***] after the Closing Date or until such time that there are no Products sold by Sellers in the channel, Sellers agree to notify Buyers of any information of which they become aware concerning any Adverse Event with respect to any Products. Subject to the terms of the other Transaction Documents, and except as required by a Party to comply with applicable Law or to exercise its rights and obligations hereunder or under any other Transaction Document, after the transfer of the Acquired Product Registrations, as applicable, Buyers shall have the sole right and responsibility for (i) taking all actions, paying all fees and conducting all communications with applicable Governmental Authorities with respect to the Acquired Product Registrations, including preparing and filing all reports (including complying with all applicable Adverse Event reporting obligations to any Governmental Authority with respect to the Products and investigating all complaints and Adverse Events with respect to the Products (whether sold before or after Closing)) with applicable Governmental Authorities, (ii) taking all actions and conducting all communications with Third Parties in respect of Products sold pursuant to the Acquired Product Registrations, including responding to all complaints in respect thereof, and (iii) investigating all Adverse Events in respect of Products sold pursuant to the Acquired Product Registrations.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateNew Jersey Closing, at the Buyer’s reasonable Purchaser's request and at Buyer’s expensewithout further consideration, the Seller Sellers shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order to more effectively transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the New Jersey Assets being purchased, and to assist Purchaser in exercising all rights with respect thereto, and otherwise cause Sellers to fulfill their obligations under this Agreement and the Operative Agreements. (ab) perfect At any time or from time to time after the New York Closing, at Purchaser's request and recordwithout further consideration, if necessary, the Sellers shall execute and deliver to Purchaser such other instruments of sale, assignmenttransfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order to more effectively transfer, convey and delivery assign to the Buyer Purchaser, and to confirm Purchaser's title to, all of the Purchased AssetsNew York Assets being purchased, and to assist Purchaser in exercising all rights with respect thereto, and otherwise cause Sellers to fulfill their obligations under this Agreement and the Operative Agreements. (bc) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Effective on each Closing Date, the Buyer, its successors Sellers hereby constitute and assigns as appoint Purchaser the true and lawful attorney of the Seller such Seller, with full power of substitution substitution, in the name of the Buyer such Seller or in the name Purchaser, but on behalf of the Seller but and for the benefit of the Buyer Purchaser: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable respective New Jersey Assets and/or New York Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchaser may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased New Jersey Assets and and/or New York Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased New Jersey Assets and/or New York Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall deem desirable. The Buyer Each Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by it in any manner or for any reason. Each Seller shall deliver to retain for its own accounts any amounts collected pursuant Purchaser at each respective Closing an acknowledged power of attorney to the foregoing powerseffect executed and acknowledged by such Seller. (d) Following each Closing, including each party shall afford the other party, its counsel and its accountants, during normal business hours, full and complete access to the books, records and other data in its possession relating to the New Jersey Business and/or the New York Business, including, without limitation, the Regulated Books and Records, with respect to periods prior to each Closing, and each party shall afford the other party the right to make copies and extracts therefrom, to the extent that such access may be reasonably requested by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any amounts payable Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements, (v) in connection with any actual or threatened Action or Proceeding or (vi) the provision of services to patients. Subject to applicable Law (including, without limitation, any Law relating to the retention of patient records), each party further agrees for a period extending six years after each Closing Date not to destroy or otherwise dispose of any such books, records and other data (except with respect to the Regulated Books and Records) to the other party and such other party shall not agree in writing to take possession thereof during the ten day period after such offer is made. (e) If, in order to properly prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by any Seller in accordance with this paragraph or paragraph (d) of this Section shall be held confidential by such Seller in accordance with Section 14.6. (f) Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (d) or (e) of this Section shall be subject to applicable rules relating to discovery, except with respect to Regulated Books and Records, which shall continue to be available as interest in respect thereofcontemplated by this Agreement.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchaser's request and at Buyer’s expensewithout further consideration, the Seller shall, and Parent shall cause Seller, to execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchaser, and to confirm Purchaser's title to, all of the Transferred Assets, and, to the Buyer of the Purchased Assetsfull extent permitted by Law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer Purchaser in actual possession and operating control of the Business and the Transferred Assets and to assist Purchaser in exercising all or any part of rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Purchased Assets. In addition, in the event that following Operative Agreements. (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoints Purchaser the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer Seller or in the name Purchaser, but on behalf of the Seller but and for the benefit of the Buyer Purchaser: (ai) to collect demand and receive from time to time any and all the Transferred Assets and to make endorsements and give receipts and releases for the account and in respect of the Buyer all accounts receivable same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchaser may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Transferred Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Transferred Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall deem desirable. The Buyer Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by it in any manner or for any reason. Seller shall, and Parent shall cause Seller to, deliver to retain for its own accounts any amounts collected pursuant Purchaser at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Seller. Purchaser shall indemnify and hold harmless Seller from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (c) Following the Closing, including each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any amounts payable as interest Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements or (v) in respect connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with SECTION 14.06. (e) Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing Datedate hereof, at the Buyer’s reasonable Purchaser's request and at Buyer’s expensewithout further consideration, each Seller and the Seller Company shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to the Buyer Purchaser, and to confirm the Purchaser's title to, all of the Purchased Acquired Assets, and (b) conveyand, transfer to and vest in the Buyer and fullest extent permitted by Law, to put the Buyer Purchasers in actual possession and operating control of the Acquired Assets and the Company's business and to assist the Purchaser in exercising all or any part of rights with respect thereto. (b) Effective on the Purchased Assets. In additiondate hereof, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the each Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller Company hereby constitutes and appoints, effective as of appoints the Closing Date, the Buyer, its successors and assigns as Purchaser the true and lawful attorney of each Seller and the Seller Company, with full power of substitution substitution, in the name of each Seller and the Buyer or in the name Company, but on behalf of the Seller but and for the benefit of the Buyer Purchaser: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which Actions or Proceedings that the Buyer Purchaser may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Acquired Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as the Purchaser shall deem desirable. The Buyer Each Seller and the Company hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by it in any manner or for any reason. Each Seller and the Company shall deliver to retain for its own accounts any amounts collected pursuant the Purchaser at date hereof an acknowledged power of attorney to the foregoing powerseffect executed by each Seller and the Company. (c) At any time after the date hereof upon the written request of the Purchaser to either Seller, including or either Seller to the Purchaser, stating the need therefor for litigation, Tax or accounting purposes, the party receiving such request shall (i) make or cause to be made available to the other party, its related companies or successors, and permit such other party and its agents to inspect and copy, the books and records of the party receiving such request (which for purposes hereof will be limited to the Books and Records included in the Acquired Assets if the Purchaser is the party receiving such request); and (ii) assist in arranging discussions with (and calling as witnesses) officers, employees and agents of the party receiving such request on matters relating to the Acquired Assets, the Assumed Liabilities, the Excluded Assets and the Retained Liabilities, subject to the reimbursement of the party receiving such request for any amounts payable as interest in respect thereof.actual out-of-

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s 's reasonable request and at Buyer’s expensewithout further consideration, the Seller shall shall: (i) execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Buyer such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation; (ii) provide such materials and information; and (iii) take such other commercially reasonable actions as the Buyer may reasonably request deem necessary or desirable in order to (a) perfect and more effectively record, if necessary, the sale, assignment, conveyancegrant, transfer, convey or assign to Buyer, or its successors and delivery assigns, or confirm Buyer's title to, all of the Acquired Assets, and, to the Buyer of the Purchased Assetsfullest extent permitted by law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in actual possession and operating control of the Acquired Assets and assist Buyer in exercising all or any part rights with respect thereto, and otherwise fulfill Seller's obligations under this Agreement and the Collateral Agreements. (b) Effective as of the Purchased Assets. In additionClosing, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoints Buyer the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer Seller or in the name Buyer, but on behalf of the Seller but and for the benefit of the Buyer (a) Buyer, only as necessary and proper to collect for the account of the Buyer all demand and receive from time to time any accounts receivable of Seller constituting an Acquired Asset and any other item intangibles of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets that nature and to defend or compromise any make endorsements and all actions, suits or proceedings give receipts and releases for and in respect of the same and any of part thereof. Seller hereby acknowledges that the Purchased Assets. The Buyer appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled to retain revocable by Seller in any manner or for any reason. (c) Following the Closing, Seller will afford Buyer, its own accounts any amounts collected pursuant counsel and its accountants, at Buyer's expense, during normal business hours, reasonable access to the foregoing powersbooks, including any amounts payable as interest records and other data relating to the Business in Seller's possession with respect thereofto periods prior to the Closing and the right to make copies and extracts therefrom.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable request and at Buyer’s expenserequest, the at no cost to Buyer and without further consideration, Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Buyer such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer may reasonably request deem necessary or desirable in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, more effectively transfer, convey and delivery assign to Buyer, and to confirm Buyer’s title to, all of the Purchased Assets and, to the full extent permitted by law, to put Buyer in actual possession and operating control of the Purchased Assets, and to assist Buyer in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement. (b) convey, transfer to and vest in To the extent that Buyer and to put the Buyer in cannot be granted possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective Purchased Asset as of the Closing Date, the such Purchased Assets shall be held by Seller for and on behalf of Buyer until such time as Buyer is granted possession thereof and during such period Seller shall bear all risk of loss with respect to such assets. (c) Unless specifically authorized in writing by Buyer, its successors after the Closing, Seller shall not retain or use any copy of any Transferred Technology or any other Purchased Asset that is capable of being copied, including any Software or materials constituting Transferred Technology. (d) Effective on the Closing Date, Seller hereby constitutes and assigns as appoints Buyer the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer Seller or in the name Buyer, but on behalf of the Seller but and for the benefit of the Buyer Buyer: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable and any other item of Purchased Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Buyer may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Assets. The ; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer shall deem desirable; provided, however, that if any of the actions authorized by this section could reasonably be entitled determined to retain result in a claim for its own accounts indemnification by Buyer against Seller, then Buyer shall not take any amounts collected pursuant such actions without complying with the procedures set forth in ARTICLE X of this Agreement. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Seller shall deliver to Buyer at the Closing an acknowledged power of attorney to the foregoing powerseffect executed by Seller. (e) Following the Closing, Seller will afford Buyer, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data in Seller’s possession relating to the Products with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by Buyer in connection with: (i) the preparation of tax returns; (ii) the determination or enforcement of rights and obligations under this Agreement, including without limitation by any amounts payable Indemnified Party (as interest defined in respect thereofSection 10.2); (iii) compliance with the requirements of any Governmental Entity; or (iv) in connection with any actual or threatened Action or Proceeding.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchaser's request and at Buyer’s expensewithout further consideration, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment, and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may deem reasonably request necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchaser, and to confirm Purchaser's title to, all of the Seller Assets, and, to the Buyer of the Purchased Assetsfull extent permitted by Law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer Purchaser in actual possession and operating control of the Business and the Seller Assets and to assist Purchaser in exercising all or any part rights with respect thereto, and otherwise to cause Seller and Parent to fulfill their obligations under this Agreement and the Operative Agreements. Each party shall pay its own expenses incurred in connection with the execution and delivery of the Purchased Assets. In addition, in the event that following instruments executed and delivered pursuant to this Section 1.06(a). (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoints Purchaser the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer or in the name Seller, but on behalf of the Seller but and for the benefit of the Buyer (a) Purchaser, to collect demand, xxx for, recover and receive any and all rights, demands, claims and causes of action of every kind and description whatsoever incident or relating to Seller Assets, for the account purpose of fully vesting in Purchaser, its successors and assigns, all and singular, all the Buyer all accounts receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or and interest in, to or under the Purchased Assets in and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Seller Assets. The Buyer Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by it in any manner or for any reason. Seller shall deliver to retain for its own accounts any amounts collected pursuant Purchaser at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Seller or Parent (as the case may be). (c) Following the Closing, including each party hereto will afford to the other parties hereto, and their counsel and accountants, during normal business hours, reasonable access to the Books and Records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and reasonable access to the party's employees, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) compliance with the requirements of any amounts payable Governmental or Regulatory Authority, (iii) any actual or threatened Action or Proceeding in which the adversarial party is a Person other than the requesting party under this Agreement. Each party hereto further agrees that, for a period extending six years after the Closing Date, it shall not destroy or otherwise dispose of any such Books and Records and other data unless (x) it shall first offer in writing to surrender such Books and Records and other data to the other parties (other than the party that is its Affiliate), and (y) such other parties shall not agree in writing to take possession thereof during the 10-day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party hereto be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of another party or its Representatives, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Purchaser, Seller or Parent in accordance with this paragraph shall be held confidential by Purchaser, Seller or Parent, as interest applicable, in respect thereofaccordance with Section 12.06. (e) Notwithstanding anything to the contrary contained in this Section 1.06, if Purchaser, on the one hand, and Parent or Seller, on the other hand, are in an adversarial relationship in connection with any Action or Proceeding, the furnishing of books, records and other documents and information in accordance with paragraphs (c) and (d) of this Section 1.06 regarding the subject Action or Proceeding of such matter shall be subject to applicable rules relating to discovery, PROVIDED that the foregoing limitations shall not apply to the furnishing of books, records and other documents and information of the parties hereto relating to (i) the adjustment to the Purchase Price pursuant to Section 1.03(c) and (ii) the prorations to be made pursuant to Section 1.05.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing Dateuntil no later than the completion of the Wind-Up, at the BuyerPurchaser’s reasonable request without further consideration (and at BuyerPurchaser’s expensecost), the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, more effectively transfer, convey and delivery assign to Purchaser, and to confirm Purchaser’s title to, all of the Acquired Assets, and, to the Buyer of the Purchased Assetsfullest extent permitted by law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer Purchaser in actual possession and operating control of the Acquired Assets and to assist Purchaser in exercising all or any part of rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Purchased Assets. In addition, in the event that following Collateral Agreements. (b) Effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appointsappoints Purchaser the true and lawful attorneys of Seller, effective with full power of substitution, in the name of Seller, but on behalf of and for the benefit of Purchaser: (i) to demand and receive from time to time any and all the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof, and to execute, deliver, file or submit any of the regulatory filings or third party documents described in Section 2.8(b)(iii) and Section 2.10(f); (ii) to institute, prosecute, compromise and settle any and all Legal Proceedings or claims that Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets (subject to the requirements of Article 8); (iii) to defend or compromise any or all Legal Proceedings or claims in respect of any of the Acquired Assets (subject to the requirements of Article 8); and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall deem reasonably necessary. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following the Closing until no later than the completion of the Wind-Up, each of Purchaser and Seller will afford the requesting party (which, in the case of Seller, includes any Payment Agent and permitted assignee), its counsel and its accountants, during normal business hours and upon reasonable request from the requesting party, reasonable access to the books, records and other data in its possession relating to the Acquired Assets, the Assumed Liabilities and the Business, in each case in respect of the period prior to the Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns relating to the Business, (ii) compliance with the requirements of any Governmental Entity, (iii) in connection with any actual or threatened Legal Proceeding by or against a third party or (iv) if Seller (or any Payment Agent or permitted assignee) is the requesting party, in connection with the Wind-Up; provided that the disclosing party shall not be obligated to provide such access or information if the disclosing party determines, on the advice of counsel, that doing so would violate Applicable Law or a contract of obligation of confidentiality owing to a third party, or jeopardize the protection of the attorney-client privilege (but subject to such party’s obligation to use reasonable best efforts to develop alternative means to provide information that is subject to such limitations). (d) To the extent that Purchaser cannot be granted possession of or control over any Acquired Asset as of the Closing Date, the BuyerSeller shall use commercially reasonable efforts to hold such Acquired Asset (at Purchaser’s cost) for and on behalf of Purchaser until such time as Purchaser is granted possession of or control over any such Acquired Asset. (e) Unless specifically authorized in writing by Purchaser, its successors and assigns as the true and lawful attorney Seller shall not retain or use any copy of the Seller with full power of substitution in the name of the Buyer any Transferred Technology or in the name of the Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable and any other item Acquired Asset that is capable of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powersbeing copied, including any amounts payable as interest software or materials associated with the Business constituting Transferred Technology. (f) Prior to Closing and provided that Purchaser has provided Seller with all required information to complete such actions in respect thereofsuch timeframe, Seller shall deliver to Purchaser or its counsel (i) duly executed copies of the documents (with signatures to be held in escrow) required for its IND transfer submission and the related process in EMA and (ii) [***]. (g) Promptly after Closing, Purchaser shall (i) file [***]. Seller shall use commercially reasonable efforts to assist Purchaser in preparing and making such filings.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchasers' request and at Buyer’s expensewithout further consideration, the Seller Sellers shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchasers such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchasers may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchasers the Business, and to confirm Purchasers' title to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In additionExcept with regard to matters set forth in Articles IX and X, in the event that following effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller Sellers hereby constitute and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoint Purchasers the true and lawful attorney of the Seller Sellers, with full power of substitution substitution, in the name of the Buyer Sellers or in the name Purchasers, but on behalf of the Seller but and for the benefit of the Buyer Purchasers: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchasers may in its discretion deem reasonably proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchasers shall deem desirable. The Buyer Sellers hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by them in any manner or for any reason. Sellers shall deliver to retain for its own accounts any amounts collected pursuant Purchasers at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Sellers. Purchasers shall indemnify and hold harmless Sellers from any and all Losses caused by or arising out of any actions by Purchasers in their exercise of such power of attorney. Following the Closing, including each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom (provided such access does not unreasonably interfere with the business operations of each party), to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any amounts payable Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period as interest is required by Law and in respect any event for three (3) years not to destroy or otherwise dispose of any books, records and other data relating to the Business unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) Business Day period after such offer is made. If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof.) at the recipient's request, cost and expense. Notwithstanding anything to the contrary contained in this Section 1.08, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery. back to top