Common use of Further Assurances; Subsequent Transfers Clause in Contracts

Further Assurances; Subsequent Transfers. SECTION 7.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to all of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION 7.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereof, (a) Parent, or the applicable Parent Group member, shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date and indemnify Parent and any Parent Group member for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group member. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 Each of Parent (a) Seller and Sub will Buyer shall execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will shall take such other actions as each either of them may reasonably request of the other in order to effectuate the purposes of this Agreement or the Ancillary Agreements and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to all of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION 7.3.2 Parent and Sub (b) Neither Seller nor Buyer will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees fees, administrative charges and other administrative chargesde minimis amounts) to the any third party from whom Consents are sought with respect to obtaining such consents, approvals and amendments are requestedConsents. In the event If and to the extent that Parent is Seller and Buyer are unable to obtain any required Consent through the use of commercially reasonable methods, and Buyer has agreed in writing to waive the receipt of such required consentConsents that are a condition to Closing under Section 8.3, approval unless prohibited by Law or amendment and the third party to such agreement, contract, license or lease objects to the assignment terms thereof, (ai) Parent, or the applicable Parent Group member, Seller shall continue to be bound thereby by the terms of such Non-Assignable Assets to the extent reasonably practicable without the Acquired Assets; and (bii) unless not permitted by law or the terms thereof, Sub Buyer shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, Seller thereunder from and after the Effective Closing Date and, subject to Section 10.2(a)(iv), indemnify Seller and indemnify Parent and any Parent Group member its Related Persons for all Indemnifiable Losses Damages arising out of such performance by Sub or a Sub Group memberBuyer under the Non-Assignable Assets. Parent Seller shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub Buyer promptly any and all monies, rights and other considerations received in respect of such performanceperformance by Buyer. Parent Seller shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 Non-Assignable Assets only as reasonably directed by Sub Buyer and at Sub's Buyer’s expense. If and when any such consent shall be Consent is obtained or such agreement, lease, license or other right shall Non-Assignable Asset otherwise become becomes assignable or able to be novated, Parent Seller shall promptly assign and novate all its rights and obligations thereunder to Sub Buyer, without payment of further consideration therefor, and Sub Buyer shall, without the payment of any further considerationconsideration therefor, assume all such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) To the extent that any of the transfers, distributions and deliveries required to be made pursuant to Article II shall not have been so consummated prior to the Distribution Date, the parties shall cooperate and use their best efforts to effect such consummation as promptly thereafter as reasonably practicable. Each of Parent and Sub the parties hereto will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment distribution and will take such other actions as each of them any party hereto may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Distribution Date, at the reasonable request of Sub and without the payment Spinco or any of any further considerationits Subsidiaries, Parent each party hereto will, and will cause the appropriate member each of the Parent Group its Subsidiaries to, execute and deliver to Sub such other instruments of transfertransfer and distribution, conveyance, assignment and confirmation and take such action as Sub any party hereto may reasonably deem necessary or desirable request in order to more effectively transfer, convey and assign to Sub such requesting party or a Sub Group member to the Subsidiaries of such requesting party and to confirm Sub's the right, title or interest held by such requesting party or any of the Subsidiaries of such requesting party, in the Assets to be transferred to such requesting party (or such Sub Group member'sits Subsidiaries) title pursuant to all of the Contributed Assetsthis Agreement, to put Sub such requesting party and its Subsidiaries in actual possession and operating control thereof and to permit Sub such requesting party and its Subsidiaries to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully properly assume and discharge the Assumed Liabilities and relieve Parent and the members related Liabilities. (b) Each of the Parent Group of any liability or obligations with respect thereto and evidence parties hereto agrees to use its respective best efforts, at the same to third parties. Notwithstanding the foregoingCompany's reasonable expense, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION 7.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment consents required to novate and/or transfer and assign to (i) Spinco all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; providedSpinco Assets, howeverand (ii) the Company all agreements, that Parent shall not be obligated to pay any consideration therefor (except for filing fees leases, licenses and other administrative charges) rights of any nature whatsoever relating to the third party from whom such consents, approvals and amendments are requestedRetained Assets. In the event and to the extent that Parent any party hereto or any of its Subsidiaries is unable to obtain any such required consentconsents, approval (i) such party (or amendment and the third any Subsidiary that is a party to such agreementagreements, contractleases, license or lease objects to licenses and other rights, as the assignment thereof, (acase may be) Parent, or the applicable Parent Group member, shall continue to be bound thereby (such person, the "Record Holder") and (bii) unless not permitted by law or the terms thereof, Sub party to which such Asset would otherwise be transferred pursuant to this Agreement (the "Beneficial Holder") shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, Record Holder thereunder from and after the Effective Distribution Date and indemnify Parent and any Parent Group member such Record Holder for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group member. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.by

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent and Sub the parties hereto will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyancetransfer, transfer distribution and assignment assumption and will take such other actions as each of them the other parties hereto may reasonably request of the other in order to effectuate the purposes of this Separation Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective DateClosing, at the reasonable request of Sub and without any party the payment of any further consideration, Parent will, and other party will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfertransfer and distribution, conveyance, assignment and confirmation and take such action as Sub the requesting party may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub such requesting party (or a Sub Group member any of its Subsidiaries and/or Designated Affiliates) and to confirm Sub's such requesting party’s (or such Sub Group member'sany of its Subsidiaries and/or Designated Affiliates, as the case may be) right, title to or interest in, all of the Contributed AssetsNew Diamond Assets or Equity Interests in the New Diamond Entities, the Retained Assets or Equity Interests in the Retained Entities, as applicable, to put Sub the requesting party (or any of its Subsidiaries and/or Designated Affiliates, as the case may be) in actual possession and operating control thereof and to permit Sub the requesting party (or any of its Subsidiaries and/or Designated Affiliates, as the case may be) to exercise all rights with respect thereto (including, without limitation, including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully properly assume and discharge the Assumed Liabilities and relieve Parent and related New Diamond Liabilities, or the members Retained Liabilities, as applicable. (b) In furtherance of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION 7.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent a transferring party is unable to obtain any such consents required consent, approval or amendment to transfer and the third party to such agreement, contract, license or lease objects assign to the assignment thereofother party (or such other party’s Designated Affiliate), and a release of a transferor from, any agreements, licenses and other rights included in the New Diamond Assets or Retained Assets, as applicable, such transferor (a1) Parent, or the applicable Parent Group member, shall continue to be bound thereby pending assignment to the other party or its Designated Affiliate and (b2) unless not permitted by law or shall, at the terms thereofdirection and expense of the other party, Sub shall pay, perform and discharge fully all the of its obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date Closing and prior to assignment to the other party or its Designated Affiliate, and the other party will indemnify Parent and the transferor for any Parent Group member for all Indemnifiable Losses Liabilities of the transferor arising out of such performance by Sub Assets or a Sub Group memberits compliance with the documentation and agreement relating to, any reasonable out-of-pocket expenses associated with any attempt to transfer or failure to transfer such Asset or any Liabilities arising out of or resulting from the transferor’s actions taken in accordance with any such directions of the other party or its Designated Affiliate. Parent The transferor shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub the other party or its Designated Affiliate promptly any and all monies, rights and other considerations consideration received in respect of such performanceagreements. Parent Following the Closing, the transferor shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 6.1(b) when and only as reasonably directed by Sub by, and at Sub's expensethe expense of, the other party or its Designated Affiliate. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novatedassignable, Parent the transferor shall promptly assign and novate all its rights and obligations thereunder to Sub the other party or its Designated Affiliate without payment of further consideration and Sub the other party or its Designated Affiliate shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations. To Notwithstanding the extent foregoing, if the arrangement described in this Section 6.1(b) is impracticable or will cause (or is likely to cause) a default under any real estate lease (whether due to the intended change of the store brand under which such property will be operated or for other reasons), then the parties will work in good faith to establish a mutually satisfactory arrangement for the operation of such leased real property during the period subsequent to the Closing and pending receipt of the required consent, including a fair and equitable arrangement (under the applicable circumstances) for allocating income and expenses with respect to such property during such period. (c) In the event that, subsequent to the Closing Date, the Company or Onyx shall either (1) receive written notice from New Diamond that certain specified Assets of the assignment Company or any Subsidiary of the Company which properly constitute New Diamond Assets were not transferred to New Diamond on or prior to the Closing Date or (2) determine that certain Assets of the Company or any Subsidiary of the Company which properly constitute New Diamond Assets were not transferred to New Diamond on or prior to the Closing Date, then (assuming the accuracy of such notice or demand) as promptly as practicable thereafter, the Company or Onyx, as appropriate, shall take all steps reasonably necessary to transfer and deliver any and all of such Assets to New Diamond without the payment by New Diamond of any contract further consideration therefor. In the event that, subsequent to the Closing Date, New Diamond shall either (i) receive written notice from the Company or agreement Onyx that certain specified Assets which properly constitute Retained Assets were transferred to New Diamond or included with the New Diamond Entities or (ii) determine that certain Assets of New Diamond which properly constitute Retained Assets were transferred to New Diamond or their proceedsincluded with the New Diamond Entities, then (assuming the accuracy of such notice or demand) pursuant as promptly as practicable thereafter, New Diamond shall, and shall cause its Subsidiaries to, take all steps reasonably necessary to this Section 7.3 is prohibited transfer and deliver any and all of such Assets to the Company or its Subsidiaries in each case without the payment by law or not otherwise obtainedOnyx, the assignment Company of any further consideration therefor. (d) Without limiting the provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform 6.1 or any other provision of this Separation Agreement, each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the moniesparties for itself and its respective Subsidiaries and Affiliates, as appropriate, agrees to execute, acknowledge and deliver all documents and to take all actions reasonably necessary to effectuate the following: (1) Each Transferred Real Property shall be conveyed by means of a warranty deed and/or assignment of lease with warranties, in recordable form (as modified as appropriate in the particular jurisdiction in which the real property is located (each a “Transfer Document”), and (2) Each Transfer Document executed by a party transferring or otherwise assigning Transferred Real Property that conveys Transferred Real Property to any other party shall state on the face thereof the following: (i) In the case of any breach of any transferor (each, a “Grantor”) warranties herein contained, whether expressed or implied, the liability of Grantor shall be limited to its interest in the real property hereby conveyed and all amounts (collectively, “Indemnified Amounts”) which are recovered from the prior non-affiliated transferors in the chain of title (“Prior Transferors”) or pursuant to any real property title policies existing prior to the date of this instrument (“Pre-Existing Title Policy”). (ii) Grantor irrevocably assigns to each transferee (each, a “Grantee”) all of Grantor’s right, title and interest in and to all Indemnity Amounts including without limitation all claims, actions, rights of recovery and other considerations received indemnity, losses, damages, expenses and fees (including reasonable attorneys’ fees and court costs), at law, in equity or by Parent contract, which Grantor may now or hereafter have against any and all Prior Transferors or under any Pre-Existing Title Policy, and Grantor hereby irrevocably designates and appoints the transferee its attorney in fact, coupled with an interest, with respect to all Indemnity Amounts. (iii) The warranties and covenants contained herein shall be solely for the performance benefit of and enforceable by Sub Grantee hereunder and for no other party including heirs, successors and assigns of Grantee and under no circumstances shall such warranties and covenants be deemed to run with the real property conveyed by this instrument. (iv) Without limiting the foregoing provisions of this Section 6.1(d), if any claim is made by Grantee against Grantor as the result of any alleged breach of any covenants or warranties in any Transfer Document, upon Grantee’s written notice Grantor shall either (A) make and diligently pursue all claims against the Prior Transferors, and against any title insurance company under any applicable Pre-Existing Title Policy, or (B) permit Grantee, in the name of Grantor, to make any or all such claims, in all cases at the sole cost and expense of Grantee, including counsel selected and retained by Grantee as is reasonably acceptable to Grantor. If Grantor shall be named by any third-party in any proceeding in connection with any such claim, Grantee (at Grantee’s sole cost) shall with counsel reasonably acceptable to Grantor defend and procure the dismissal of Grantor (subject to the requirements of law in connection with pursuing the claims against the Prior Transferors and the applicable Sub Group member under such subcontracttitle insurance company, as applicable).

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent Seller and Sub Buyer will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each either of them may reasonably request of the other in order to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry out the Plan terms hereof and the other terms hereofthereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Closing Date, at the reasonable request of Sub Buyer and without the payment of any further considerationconsideration therefor, Parent will, and Sellers will cause the appropriate member of the Parent Group to, execute and deliver to Sub Buyer such other instruments of transfer, conveyance, assignment and confirmation and will take such action as Sub Buyer may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Sub or a Sub Group member Buyer and to confirm SubBuyer's (or such Sub Group member's) title to all of the Contributed any Acquired Assets, to put Sub Buyer in actual possession and operating control thereof and to permit Sub Buyer to exercise all rights with respect thereto (includingincluding rights with respect to Nonassignable Assets). In addition, at the request of Sellers and without limitationfurther consideration therefor, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub Buyer will execute and deliver to Parent Sellers all instruments, undertakings or other documents and will take such other action as Parent Sellers may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully cause Buyer to properly assume and discharge the Assumed Liabilities and to relieve Parent and the members of the Parent Group Sellers of any liability or obligations Liability with respect thereto and to evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION 7.3.2 Parent and Sub (b) Sellers will use their best commercially reasonable efforts to obtain any consent, approval or amendment Consent required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Nonassignable Assets to SubBuyer, and Buyer will cooperate in any commercially reasonable manner that Seller requests; provided, however, that Parent shall not neither Sellers nor Buyer will be obligated to pay any consideration therefor (except for de minimis filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments Consents are requested; and provided, further, that nothing in this Section shall be construed to waive any requirement that a Consent be obtained as a condition to the Buyer's obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. In the event and to the extent that Parent is Sellers and Buyer are unable to obtain any such required consentConsent through the use of commercially reasonable methods, approval or amendment and if Buyer waives the third party to receipt of such agreementConsent as a condition precedent under Section 9.3, contractthen from and after the Closing Date, license or lease objects to the assignment thereof, (a) Parent, or the applicable Parent Group member, shall continue to be bound thereby and (b) unless not permitted prohibited by law Law or the terms thereof, Sub (i) Sellers will continue to be bound by the terms of such Nonassignable Assets and (ii) Buyer shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, Sellers thereunder from and after the Effective Closing Date and indemnify Parent Sellers and any Parent Group member their Related Persons for all Indemnifiable Losses Damages arising out of any failure of such performance by Sub or a Sub Group memberBuyer. Parent Sellers shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub Buyer promptly any and all monies, rights and other considerations received in respect of such performanceperformance by Buyer. Parent Sellers shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 Nonassignable Assets only as reasonably directed by Sub Buyer and at SubBuyer's expense. If and when any such consent shall be Consent is obtained or such agreement, lease, license or other right shall Nonassignable Assets otherwise become assignable or able to be novated, Parent Sellers shall promptly assign and novate all its rights and obligations thereunder to Sub Buyer, without payment of further consideration therefor, and Sub Buyer shall, without the payment of any further considerationconsideration therefor, assume all such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) To the extent that any of the transfers, distributions, deliveries and assumptions required to be made pursuant to Article II shall not have been so consummated at or prior to Closing, the parties shall cooperate and use their reasonable best efforts to effect such consummation as promptly thereafter as reasonably practicable. Each of Parent and Sub the parties hereto will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyancetransfer, transfer distribution and assignment assumption and will take such other actions as each Newco or any of them its Subsidiaries may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective DateClosing, at the reasonable request of Sub Newco or any of its Subsidiaries, the Company and without the payment of any further consideration, Parent will, and its Subsidiaries will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfertransfer and distribution, conveyance, assignment and confirmation and take such action as Sub Newco or any of its Subsidiaries may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub Newco or a Sub Group member any of its Subsidiaries and to confirm Sub's (Newco’s or such Sub Group member's) any of its Subsidiaries’, as the case may be, right, title to or interest in, all of the Contributed Newco Assets, to put Sub Newco and its Subsidiaries in actual possession and operating control thereof and to permit Sub Newco and its Subsidiaries to exercise all rights with respect thereto (including, without limitation, including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully properly assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' feesrelated Newco Liabilities. SECTION 7.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative chargesb) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent the Company is unable to obtain any such consents required consentto transfer and assign to Newco any agreements, approval or amendment licenses and other rights included in the third party to such agreementNewco Assets, contract, license or lease objects to the assignment thereof, Company (ai) Parent, or the applicable Parent Group member, shall continue to be bound thereby pending assignment to Newco or a Newco Entity designated by Newco and (bii) unless not permitted by law or shall, at the terms thereofdirection and expense of Newco, Sub shall pay, perform and discharge fully all the of its obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date Closing and prior to assignment to Newco or a Newco Entity, and Newco will indemnify Parent and the Company for any Parent Group member for all Indemnifiable Losses Liabilities (other than Tax Liabilities) of the Company arising out of such performance by Sub Assets, any reasonable out-of-pocket expenses associated with any attempt to transfer or a Sub Group memberfailure to transfer such Asset, which shall constitute Newco Transaction Liabilities, or any Liabilities arising out of or resulting from the Company’s actions taken in accordance with any such directions of Newco. Parent The Company shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub Newco promptly any and all monies, rights and other considerations consideration received in respect of such performanceagreements. Parent The Company shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 6.1(b) when and only as reasonably directed by Sub and at Sub's expenseNewco. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novatedassignable, Parent the Company shall promptly assign and novate all its rights and obligations thereunder to Sub Newco or a Newco Entity designed by Newco without payment of further consideration and Sub Newco shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations. To . (c) In the extent event that, subsequent to the Closing Date, the Company or Parent shall either (i) receive written notice from Newco that certain specified Assets of the assignment Company or any Subsidiary of the Company which properly constitute Newco Assets were not transferred to Newco on or prior to the Closing Date or (ii) determine that certain Assets of the Company or any Subsidiary of the Company which properly constitute Newco Assets were not transferred to Newco on or prior to the Closing Date, then (assuming the accuracy of such notice or demand) as promptly as practicable thereafter, the Company shall take all steps reasonably necessary to transfer and deliver any and all of such Assets to Newco without the payment by Newco of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtainedfurther consideration therefor. In the event that, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect subsequent to the performance Closing Date, Newco shall either (i) receive written notice from the Company or Parent that certain specified Assets which properly constitute Retained Assets were transferred to Newco or included with the Newco Entities, or (ii) determine that certain Assets of Newco which properly constitute Retained Assets were transferred to Newco or included with the Newco Entities, then (assuming the accuracy of such notice or demand) as promptly as practicable thereafter, Newco shall, and shall cause its Subsidiaries to, take all steps reasonably necessary to transfer and deliver any and all of such Assets to the Company or its Subsidiaries without the payment by Sub and the applicable Sub Group member under such subcontractCompany of any further consideration therefor.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent Waban and Sub BJI will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Distribution Date, at the reasonable request of Sub BJI and without the payment of any further consideration, Parent will, and Waban will cause the appropriate member of the Parent Group to, execute and deliver to Sub BJI such other instruments of transfer, conveyance, assignment and confirmation (including estoppel certificates) and take such action as Sub BJI may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member BJI and to confirm SubBJI's (or such Sub Group member's) title to all of the Contributed BJI Assets, to put Sub BJI in actual possession and operating control thereof and to permit Sub BJI to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub BJI will execute and deliver to Parent Waban all instruments, undertakings or other documents and take such other action as Parent Waban may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully BJI properly assume and discharge the BJI Assumed Liabilities and relieve Parent and the members of the Parent Group Waban of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent Waban and Sub BJI shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- of-pocket expenses and attorneys' fees. SECTION 7.3.2 Parent (b) Waban and Sub BJI will use their best efforts to obtain any consent, approval or amendment consent required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed BJI Assets to SubBJI and the BJI Subsidiaries; provided, however, that Parent Waban shall not be obligated to pay -------- ------- any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent Waban is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereof, (ai) Parent, or the applicable Parent Group member, Waban shall continue to be bound thereby and (bii) unless not permitted by law or the terms thereof, Sub BJI shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, Waban thereunder from and after the Effective Distribution Date and indemnify Parent and any Parent Group member Waban for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group memberBJI. Parent Waban shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub BJI promptly any and all monies, rights and other considerations received in respect of such performance. Parent Waban shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.2.2.4

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent SFX and Sub Entertainment will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Distribution Date, at the reasonable request of Sub and without the payment of any further considerationEntertainment, Parent will, and SFX will cause the appropriate member of the Parent Group to, execute and deliver to Sub Entertainment such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub Entertainment may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member Entertainment and to confirm SubEntertainment's (or such Sub Group member's) title to all of the Contributed Transferred Assets, to put Sub Entertainment in actual possession and operating control thereof and to permit Sub Entertainment to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub SFX will take such actions as Entertainment may reasonably request in order to prepare and implement appropriate plans, agreements and arrangements for the Employees and Entertainment will execute and deliver to Parent SFX all instruments, undertakings or other documents and take such other action as Parent SFX may reasonably deem necessary or desirable request in order to have Sub and the other members of the Sub Group fully Entertainment properly assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group SFX of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent SFX and Sub Entertainment shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- of-pocket expenses and attorneys' feesfees (which expenses and fees shall be reimbursed by the requesting party). SECTION 7.3.2 Parent (b) SFX and Sub Entertainment will use their best commercially reasonable efforts to obtain any consent, approval or amendment consent required to novate and/or assign all agreements, leases, permits, licenses and other rights of any nature whatsoever relating to the Contributed Transferred Assets to SubEntertainment; provided, however, that Parent SFX shall not be obligated to pay any consideration therefor (except as provided in Section 2.2 and except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent SFX is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereof, (a) Parent, or the applicable Parent Group member, SFX shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub Entertainment shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, SFX thereunder from and after the Effective Distribution Date and indemnify Parent and any Parent Group member SFX for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group memberEntertainment. Parent SFX shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub Entertainment promptly any and all monies, rights and other considerations received in respect of such performance. Parent SFX shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 7.3(b) only as reasonably directed by Sub Entertainment and at SubEntertainment's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent SFX shall promptly assign and novate all its rights and obligations thereunder to Sub Entertainment without payment of further consideration and Sub Entertainment shall, without the payment of any further considerationconsideration therefore, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 Each of Parent (a) Seller and Sub will Buyer shall execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will shall take such other actions as each of them a Party may reasonably request of the other in order to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry out the Plan terms hereof and thereof. After the other terms hereof. Without limiting the generality Closing, if for any reason Seller does not or is unable to execute such further documents as are necessary or required to be executed by Seller hereunder within ten (10) business days of the foregoingBuyer’s written request, at any time and from time Seller hereby irrevocably appoints Buyer as its attorney in fact (which appointment is coupled with an interest) to time after the Effective Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such assignments, applications or other instruments as shall be necessary to effectuate the purposes of transfer, conveyance, assignment this Agreement and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member the Ancillary Agreements and to confirm Sub's (or such Sub Group member's) protect and vest title in and to all the Acquired Assets. Notwithstanding anything to the contrary in this Agreement, the power of attorney granted by the preceding sentence shall terminate no later than the fifth-year anniversary of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' feesClosing Date. SECTION 7.3.2 Parent (b) Beginning on the date hereof and Sub will ending 180 days following the Closing Date, each Party, at its own expense, shall use their best commercially reasonable efforts to obtain any consent, approval or amendment Consent required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Non-Assignable Assets to SubBuyer; provided, however, provided that Parent shall not neither Seller nor Buyer will be obligated to pay any consideration therefor (except for de minimis filing fees and or other administrative charges) to the any third party from whom such consents, approvals and amendments Consents are requestedsought. In the event If and to the extent that Parent is the Parties are unable to obtain any such required consentConsent through the use of commercially reasonable methods, approval unless prohibited by applicable Law or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereofterms hereof, (ai) Parent, or the applicable Parent Group member, Seller shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub of such Non-Assignable Assets; and (ii) Buyer shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, Seller thereunder from and after the Effective Date Closing Date, including the payment, discharge and indemnify Parent and satisfaction of any Parent Group member related Liabilities that, but for all Indemnifiable Losses arising out the lack of such performance by Sub or a Sub Group memberConsent, would be Assumed Liabilities. Parent Seller shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub Buyer promptly any and all monies, rights and other considerations received in respect of such performanceperformance by Buyer. Parent Seller shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 Non-Assignable Assets only as reasonably directed by Sub Buyer and at Sub's Buyer’s expense. If and when any such consent shall be Consent is obtained or such agreement, lease, license or other right shall Non-Assignable Asset otherwise become becomes assignable or able to be novated, Parent Seller shall promptly assign and novate all its rights and obligations thereunder to Sub Buyer, without payment of further consideration therefor, and Sub Buyer shall, without the payment of any further considerationconsideration therefor, assume all such rights and obligations, in which case such Non-Assignable Asset shall thereafter constitute an Acquired Asset (and Liabilities thereunder shall constitute Assumed Liabilities) for all purposes under this Agreement. To the extent that the assignment Seller shall not request any release of its obligations for any contract Assumed Liabilities from any Person without Buyer’s prior written Consent, which Consent will not be unreasonably withheld, conditioned or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontractdelayed.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent True North, the Transferring Entities and Sub TN Technologies Holding will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoingforegoing but subject to Section 4.2, at any time and from time to time after the Effective Closing Date, at the reasonable request of Sub any of the Limited Partners and TN Technologies Holding and without the payment of any further consideration, Parent will, True North and the Transferring Entities will cause the appropriate member of the Parent Group to, execute and deliver to Sub TN Technologies Holding such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub the Limited Partners or TN Technologies Holding may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member TN Technologies Holding and to confirm SubTN Technologies Holding's (or such Sub Group member's) title to all of the Contributed Transferred Assets, to put Sub TN Technologies Holding in actual possession and operating control thereof and to permit Sub TN Technologies Holding to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub TN Technologies Holding will execute and deliver to Parent True North and the Transferring Entities all instruments, undertakings or other documents and take such other action as Parent True North and the Transferring Entities may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group TN Technologies Holding fully assume and discharge the Assumed Liabilities and relieve Parent True North and the members of the Parent Group Transferring Entities of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent True North and Sub the Transferring Entities and TN Technologies Holding shall not be obligated, in connection with the foregoing, to expend monies other than their respective reasonable out-of- of-pocket expenses and attorneys' fees. SECTION 7.3.2 Parent (b) True North, the Transferring Entities and Sub TN Technologies Holding will use their best commercially reasonable efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets Transferred Business to SubTN Technologies Holding; provided, however, that Parent True North and the Transferring Entities shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to To the extent that Parent the novation or assignment of any contract or agreement (or their proceeds) pursuant to this Section 9.2 is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereof, (a) Parent, or the applicable Parent Group member, shall continue to be bound thereby and (b) unless not permitted prohibited by law or not obtainable through such commercially reasonable efforts, the terms thereofassignment provisions of this Section 9 shall operate to create a subcontract with TN Technologies Holding to perform each relevant unassignable contract or agreement at a subcontract price equal to the monies, Sub shall pay, perform rights and discharge fully all the obligations of Parent, other consi derations received by True North or the applicable Parent Group memberTransferring Entities, thereunder from and after as the Effective Date and indemnify Parent and any Parent Group member for all Indemnifiable Losses arising out of such case may be, with respect to the performance by Sub TN Technologies Holding under such subcontract. True North or a Sub Group member. Parent the Transferring Entities, as the case may be, shall and the Transferring Entities, as the case may be, shall, without the payment of any further considerationconsideration therefor, pay and remit to Sub TN Technologies Holding promptly any and all monies, rights and other considerations received in respect of such performance. Parent True North and the Transferring Entities shall exercise or exploit its their rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 9.2(b) only as reasonably directed by Sub TN Technologies Holding and at SubTN Technologies Holding's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent True North or the Transferring Entities, as the case may be, shall promptly assign and novate all its rights and obligations thereunder to Sub TN Technologies Holding without payment of further consideration and Sub TN Technologies Holding shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations. To . (c) All Bids, Quotations and Proposals included in the Transferred Assets shall be transferred to TN Technologies Holding to the extent that permitted by law. True North, the assignment Transferring Entities and TN Technologies Holding shall work together and use their commercially reasonable efforts to preserve such Bids, Quotations and Proposals and facilitate the award of any contract or agreement (or their proceeds) contracts pursuant thereto consistent with applicable laws and regulations. Any contracts awarded pursuant to this an outstanding Bid, Quotation or Proposal shall be considered an agreement and treated in the same manner as provided for in the last two sentences of Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%9.2(b) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontracthereof.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent Waban and Sub BJI will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to Separation and Distribution Agreement time after the Effective Distribution Date, at the reasonable request of Sub BJI and without the payment of any further consideration, Parent will, and Waban will cause the appropriate member of the Parent Group to, execute and deliver to Sub BJI such other instruments of transfer, conveyance, assignment and confirmation (including estoppel certificates) and take such action as Sub BJI may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member BJI and to confirm SubBJI's (or such Sub Group member's) title to all of the Contributed BJI Assets, to put Sub BJI in actual possession and operating control thereof and to permit Sub BJI to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub BJI will execute and deliver to Parent Waban all instruments, undertakings or other documents and take such other action as Parent Waban may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully BJI properly assume and discharge the BJI Assumed Liabilities and relieve Parent and the members of the Parent Group Waban of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent Waban and Sub BJI shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- of-pocket expenses and attorneys' fees. SECTION 7.3.2 Parent (b) Waban and Sub BJI will use their best efforts to obtain any consent, approval or amendment consent required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed BJI Assets to SubBJI and the BJI Subsidiaries; provided, however, that Parent Waban shall not be obligated to -------- ------- pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent Waban is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereof, (ai) Parent, or the applicable Parent Group member, Waban shall continue to be bound thereby and (bii) unless not permitted by law or the terms thereof, Sub BJI shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, Waban thereunder from and after the Effective Distribution Date and indemnify Parent and any Parent Group member Waban for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group memberBJI in accordance with Article 5. Parent Waban shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub BJI promptly any and all monies, rights and other considerations received in respect of such performance. Parent Waban shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.2.2.4

Further Assurances; Subsequent Transfers. SECTION 7.3.1 6.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Distribution Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to all of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, including without limitation, limitation rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- of-pocket expenses and attorneys' fees. SECTION 7.3.2 6.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, 18 however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereofamendment, (a) Parent, or the applicable Parent Group member, shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Distribution Date and indemnify Parent and any Parent Group member for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group memberSub. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 6.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all its rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 6.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable Parent contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract. SECTION 6.3.3 All Bids, Quotations and Proposals included in the Contributed Assets shall be transferred to Sub to the extent permitted by law. Parent and Sub shall work together and use their best efforts to preserve such Bids, Quotations and Proposals and facilitate the award of contracts pursuant thereto consistent with applicable laws and regulations. Any contracts awarded pursuant to an outstanding Bid, Quotation or Proposal shall be considered an agreement and treated in the same manner as provided for in the last two sentences of Section 6.3.2 hereof.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 Section 6.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Distribution Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to all of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, including without limitation, limitation rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION 7.3.2 Section 6.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereofamendment, (a) Parent, or the applicable Parent Group member, shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Distribution Date and indemnify Parent and any Parent Group member for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group memberSub. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 6.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all its rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 6.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable Parent contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract. Section 6.3.3 All Bids, Quotations and Proposals included in the Contributed Assets shall be transferred to Sub to the extent permitted by law. Parent and Sub shall work together and use their best efforts to preserve such Bids, Quotations and Proposals and facilitate the award of contracts pursuant thereto consistent with applicable laws and regulations. Any contracts awarded pursuant to an outstanding Bid, Quotation or Proposal shall be considered an agreement and treated in the same manner as provided for in the last two sentences of Section 6.3.2 hereof.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent SFX and Sub Entertainment will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Distribution Date, at the reasonable request of Sub and without the payment of any further considerationEntertainment, Parent will, and SFX will cause the appropriate member of the Parent Group to, execute and deliver to Sub Entertainment such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub Entertainment may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member Entertainment and to confirm SubEntertainment's (or such Sub Group member's) title to all of the Contributed Transferred Assets, to put Sub Entertainment in actual possession and operating control thereof and to permit Sub Entertainment to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub SFX will take such actions as Entertainment may reasonably request in order to prepare and implement appropriate plans, agreements and arrangements for the Employees and Entertainment will execute and deliver to Parent SFX all instruments, undertakings or other documents and take such other action as Parent SFX may reasonably deem necessary or desirable request in order to have Sub and the other members of the Sub Group fully Entertainment properly assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group SFX of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent SFX and Sub Entertainment shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- of-pocket expenses and attorneys' feesfees (which expenses and fees shall be reimbursed by the requesting party). SECTION 7.3.2 Parent (b) SFX and Sub Entertainment will use their best commercially reasonable efforts to obtain any consent, approval or amendment consent required to novate and/or assign all agreements, leases, permits, licenses and other rights of any nature whatsoever relating to the Contributed Transferred Assets to SubEntertainment; provided, however, that Parent SFX shall not be obligated to pay any consideration therefor (except as provided in Section 2.2 and except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent SFX is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereof, (a) Parent, or the applicable Parent Group member, SFX shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub Entertainment shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, SFX thereunder from and after the Effective Distribution Date and indemnify Parent and any Parent Group member SFX for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group memberEntertainment in accordance with Article 5. Parent SFX shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub Entertainment promptly any and all monies, rights and other considerations received in respect of such performance. Parent SFX shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 7.3(b) only as reasonably directed by Sub Entertainment and at SubEntertainment's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent SFX shall promptly assign and novate all its rights and obligations thereunder to Sub Entertainment without payment of further consideration and Sub Entertainment shall, without the payment of any further considerationconsideration therefore, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent SFX and Sub Entertainment will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Distribution Date, at the reasonable request of Sub and without the payment of any further considerationEntertainment, Parent will, and SFX will cause the appropriate member of the Parent Group to, execute and deliver to Sub Entertainment such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub Entertainment may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member Entertainment and to confirm SubEntertainment's (or such Sub Group member's) title to all of the Contributed Transferred Assets, to put Sub Entertainment in actual possession and operating control thereof and to permit Sub Entertainment to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) ). SFX will take such actions as Entertainment may reasonably request in order to prepare and Sub implement appropriate plans, agreements and arrangements for the Employees, and Entertainment will execute and deliver to Parent SFX all instruments, undertakings or other documents and take such other action as Parent SFX may reasonably deem necessary or desirable request in order to have Sub and the other members of the Sub Group fully Entertainment properly assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group SFX of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent SFX and Sub Entertainment shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- of-pocket expenses and attorneys' feesfees (which expenses and fees shall be reimbursed by the requesting party). SECTION 7.3.2 Parent (b) SFX and Sub Entertainment will use their best commercially reasonable efforts to obtain any consent, approval or amendment consent required to novate and/or assign all agreements, leases, permits, licenses and other rights of any nature whatsoever relating to the Contributed Transferred Assets to SubEntertainment; provided, however, that Parent SFX shall not be obligated to pay any consideration therefor (except as provided in Section 2.2 and except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereof, (a) Parent, or the applicable Parent Group member, shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date and indemnify Parent and any Parent Group member for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group member. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.are

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Except as otherwise expressly set forth herein, including as may be set forth in this Section 4.03 and Section 4.04, and without limitation and subject to the express terms of this Agreement, each of Seller and Purchaser shall use their commercially reasonable efforts to (i) take, or procure to be taken, all such further or other actions as may be reasonably necessary, desirable or appropriate to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including, with respect to Seller, to notify all entities or organizations required to be listed on Section 3.01(u)(i) of the Disclosure Schedule, to the extent required, of the transactions contemplated by this Agreement, and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement, including without limitation receiving all authorizations, consents, orders and approvals necessary, proper or advisable to and make effective consummate the transaction contemplated hereby. (b) To the extent that any of the transfers, conveyances, deliveries or assumptions required to be made pursuant to Article II shall not have been consummated at or prior to the Closing, each of Purchaser and Seller shall use its commercially reasonable efforts to effect such consummation as promptly thereafter as reasonably practicable and to provide the benefit of such Contract to Purchaser in the manner described in Section 4.03(d) with respect to Contracts for which consent to assignment has not been obtained prior to Closing. Each of Parent and Sub the parties hereto will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyancetransfer, transfer conveyance and assignment assumption and will take such other actions as each of them Seller or Purchaser, as the case may be, may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective DateClosing, at the reasonable request of Sub and without Seller or Purchaser, as the payment of any further considerationcase may be, Parent will, and the parties will cause the appropriate member of the Parent Group to, execute and deliver to Sub such further assurances, deeds, assignments, consequences, powers of attorney and other instruments of transferand papers, conveyance, assignment and confirmation and take such action as Sub Seller or Purchaser, as the case may be, may reasonably deem request as necessary or desirable in order to more effectively sell, transfer, convey convey, assign and assign deliver to Sub Purchaser all of Seller’s right, title and interest to or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to in, all of the Contributed AssetsAcquired Assets and the Target Shares, to put Sub Purchaser in actual possession and operating control thereof and to permit Sub Purchaser to exercise all rights with respect thereto (including, without limitation, including rights under contracts Contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver for Purchaser to Parent all instrumentsproperly assume, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order become obligated to have Sub and the other members of the Sub Group fully assume pay and discharge the Assumed Liabilities Liabilities. (c) Seller hereby constitutes and relieve Parent and the members appoints, effective as of the Parent Group Closing Date, Purchaser and its Affiliates, and its and their respective successors and assigns, as the true and lawful attorney of Seller with full power of substitution in the name of Purchaser, or in the name of Seller but for the benefit of Purchaser, (i) to collect for the account of Purchaser any liability items of Acquired Assets and (ii) to institute and prosecute all proceedings which Purchaser may in its sole discretion deem proper in order to assert or obligations with enforce any right, title or interest in, to or under the Acquired Assets or the Target Shares, and to defend or compromise any and all actions, suits or proceedings in respect thereto and evidence thereof, in each case at the same sole expense of Purchaser. Purchaser shall be entitled to third parties. retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, Parent and Sub this Agreement shall not be obligatedconstitute an agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Acquired Asset or in connection with any way adversely affect the foregoing, to expend monies other than reasonable out-of- pocket expenses rights of Purchaser or Seller thereunder. Seller and attorneys' fees. SECTION 7.3.2 Parent and Sub Purchaser will use their best commercially reasonable efforts to obtain the consent of the other parties to any consentsuch Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request. If such consent is not obtained, approval or amendment required to novate and/or assign all agreements, leases, licenses and other if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Purchaser would not in fact receive all such rights, Seller and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or subleasing to Purchaser, or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the all rights of Seller against a third party from whom such consentsthereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Acquired Asset or any claim or right or any benefit arising thereunder, approvals and amendments are requested. In the event and except to the extent that Parent is unable to obtain any the same represents a Retained Asset (and pending such required consent, approval or amendment and payment shall hold all such monies in trust for Purchaser). (e) Seller shall reimburse Purchaser for a portion of the third party to such agreement, contract, actual license or lease objects fees for the licenses set forth on Section 4.03(e) of the Disclosure Schedule equal to the assignment thereoflesser of (i) 50% of the aggregate out-of-pocket fee for such initial licenses, (a) Parentexcluding any maintenance or subscription fees, or the applicable Parent Group member, shall continue to be bound thereby and (bii) unless not permitted four hundred thousand dollars ($400,000). In addition, Seller shall reimburse Purchaser for 50% of the aggregate actual out-of-pocket fees incurred by law or the terms thereof, Sub shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date and indemnify Parent and any Parent Group member Purchaser for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group member. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract the License Agreement, dated December 1, 2004, by and between R-Bac Industries LLC and Epicor Software Corporation, to Purchaser or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions one of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with its Affiliates. With respect to the performance by Sub proprietary Rapid Quote System and Service Planning Tool software applications, Seller shall deliver to Purchaser the applicable Sub Group member under Source Code in accordance with a mutually agreed upon delivery method, together with one (1) copy of the relevant Software Documentation in printed form and one (1) copy in a reproducible electronic form; in each case to the extent Seller or any of its Affiliates has such subcontractdocumentation within its possession or control.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 (a) Each of Parent and Sub the parties hereto will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyancetransfer, transfer distribution and assignment assumption and will take such other actions as each of them the other parties hereto may reasonably request of the other in order to effectuate the purposes of this Separation Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective DateClosing, at the reasonable request of Sub and without any party the payment of any further consideration, Parent will, and other party will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfertransfer and distribution, conveyance, assignment and confirmation and take such action as Sub the requesting party may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub such requesting party (or a Sub Group member any of its Subsidiaries and/or Designated Affiliates) and to confirm Subsuch requesting party's (or such Sub Group member'sany of its Subsidiaries and/or Designated Affiliates, as the case may be) right, title to or interest in, all of the Contributed AssetsNew Diamond Assets or Equity Interests in the New Diamond Entities, the Retained Assets or Equity Interests in the Retained Entities, as applicable, to put Sub the requesting party (or any of its Subsidiaries and/or Designated Affiliates, as the case may be) in actual possession and operating control thereof and to permit Sub the requesting party (or any of its Subsidiaries and/or Designated Affiliates, as the case may be) to exercise all rights with respect thereto (including, without limitation, including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully properly assume and discharge the Assumed Liabilities and relieve Parent and related New Diamond Liabilities, or the members Retained Liabilities, as applicable. (b) In furtherance of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION 7.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent a transferring party is unable to obtain any such consents required consent, approval or amendment to transfer and the third party to such agreement, contract, license or lease objects assign to the assignment thereofother party (or such other party's Designated Affiliate), and a release of a transferor from, any agreements, licenses and other rights included in the New Diamond Assets or Retained Assets, as applicable, such transferor (a1) Parent, or the applicable Parent Group member, shall continue to be bound thereby pending assignment to the other party or its Designated Affiliate and (b2) unless not permitted by law or shall, at the terms thereofdirection and expense of the other party, Sub shall pay, perform and discharge fully all the of its obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date Closing and prior to assignment to the other party or its Designated Affiliate, and the other party will indemnify Parent and the transferor for any Parent Group member for all Indemnifiable Losses Liabilities of the transferor arising out of such performance by Sub Assets or a Sub Group memberits compliance with the documentation and agreement relating to, any reasonable out-of-pocket expenses associated with any attempt to transfer or failure to transfer such Asset or any Liabilities arising out of or resulting from the transferor's actions taken in accordance with any such directions of the other party or its Designated Affiliate. Parent The transferor shall, without the payment of any further considerationconsideration therefor, pay pay, assign and remit to Sub the other party or its Designated Affiliate promptly any and all monies, rights and other considerations consideration received in respect of such performanceagreements. Parent Following the Closing, the transferor shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 6.1(b) when and only as reasonably directed by Sub by, and at Sub's expensethe expense of, the other party or its Designated Affiliate. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novatedassignable, Parent the transferor shall promptly assign and novate all its rights and obligations thereunder to Sub the other party or its Designated Affiliate without payment of further consideration and Sub the other party or its Designated Affiliate shall, without the payment of any further considerationconsideration therefor, assume such rights and obligations. To Notwithstanding the extent foregoing, if the arrangement described in this Section 6.1(b) is impracticable or will cause (or is likely to cause) a default under any real estate lease (whether due to the intended change of the store brand under which such property will be operated or for other reasons), then the parties will work in good faith to establish a mutually satisfactory arrangement for the operation of such leased real property during the period subsequent to the Closing and pending receipt of the required consent, including a fair and equitable arrangement (under the applicable circumstances) for allocating income and expenses with respect to such property during such period. (c) In the event that, subsequent to the Closing Date, the Company or Onyx shall either (1) receive written notice from New Diamond that certain specified Assets of the assignment Company or any Subsidiary of the Company which properly constitute New Diamond Assets were not transferred to New Diamond on or prior to the Closing Date or (2) determine that certain Assets of the Company or any Subsidiary of the Company which properly constitute New Diamond Assets were not transferred to New Diamond on or prior to the Closing Date, then (assuming the accuracy of such notice or demand) as promptly as practicable thereafter, the Company or Onyx, as appropriate, shall take all steps reasonably necessary to transfer and deliver any and all of such Assets to New Diamond without the payment by New Diamond of any contract further consideration therefor. In the event that, subsequent to the Closing Date, New Diamond shall either (i) receive written notice from the Company or agreement Onyx that certain specified Assets which properly constitute Retained Assets were transferred to New Diamond or included with the New Diamond Entities or (ii) determine that certain Assets of New Diamond which properly constitute Retained Assets were transferred to New Diamond or their proceedsincluded with the New Diamond Entities, then (assuming the accuracy of such notice or demand) pursuant as promptly as practicable thereafter, New Diamond shall, and shall cause its Subsidiaries to, take all steps reasonably necessary to this Section 7.3 is prohibited transfer and deliver any and all of such Assets to the Company or its Subsidiaries in each case without the payment by law or not otherwise obtainedOnyx, the assignment Company of any further consideration therefor. (d) Without limiting the provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform 6.1 or any other provision of this Separation Agreement, each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the moniesparties for itself and its respective Subsidiaries and Affiliates, as appropriate, agrees to execute, acknowledge and deliver all documents and to take all actions reasonably necessary to effectuate the following: (1) Each Transferred Real Property shall be conveyed by means of a warranty deed and/or assignment of lease with warranties, in recordable form (as modified as appropriate in the particular jurisdiction in which the real property is located (each a "Transfer Document"), and (2) Each Transfer Document executed by a party transferring or otherwise assigning Transferred Real Property that conveys Transferred Real Property to any other party shall state on the face thereof the following: (i) In the case of any breach of any transferor (each, a "Grantor") warranties herein contained, whether expressed or implied, the liability of Grantor shall be limited to its interest in the real property hereby conveyed and all amounts (collectively, "Indemnified Amounts") which are recovered from the prior non-affiliated transferors in the chain of title ("Prior Transferors") or pursuant to any real property title policies existing prior to the date of this instrument ("Pre-Existing Title Policy"). (ii) Grantor irrevocably assigns to each transferee (each, a "Grantee") all of Grantor's right, title and interest in and to all Indemnity Amounts including without limitation all claims, actions, rights of recovery and other considerations received indemnity, losses, damages, expenses and fees (including reasonable attorneys' fees and court costs), at law, in equity or by Parent contract, which Grantor may now or hereafter have against any and all Prior Transferors or under any Pre-Existing Title Policy, and Grantor hereby irrevocably designates and appoints the transferee its attorney in fact, coupled with an interest, with respect to all Indemnity Amounts. (iii) The warranties and covenants contained herein shall be solely for the performance benefit of and enforceable by Sub Grantee hereunder and for no other party including heirs, successors and assigns of Grantee and under no circumstances shall such warranties and covenants be deemed to run with the real property conveyed by this instrument. (iv) Without limiting the foregoing provisions of this Section 6.1(d), if any claim is made by Grantee against Grantor as the result of any alleged breach of any covenants or warranties in any Transfer Document, upon Grantee's written notice Grantor shall either (A) make and diligently pursue all claims against the Prior Transferors, and against any title insurance company under any applicable Pre-Existing Title Policy, or (B) permit Grantee, in the name of Grantor, to make any or all such claims, in all cases at the sole cost and expense of Grantee, including counsel selected and retained by Grantee as is reasonably acceptable to Grantor. If Grantor shall be named by any third-party in any proceeding in connection with any such claim, Grantee (at Grantee's sole cost) shall with counsel reasonably acceptable to Grantor defend and procure the dismissal of Grantor (subject to the requirements of law in connection with pursuing the claims against the Prior Transferors and the applicable Sub Group member under such subcontracttitle insurance company, as applicable).

Further Assurances; Subsequent Transfers. SECTION 7.3.1 Each of Parent (a) Seller and Sub will Buyer shall execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will shall take such other actions as each of them a Party may reasonably request of the other in order to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry out the Plan terms hereof and thereof. After the other terms hereof. Without limiting the generality Closing, if for any reason Seller does not or is unable to execute such further documents as are necessary or required to be executed by Seller hereunder within ten (10) business days of the foregoingBuyer’s written request, at any time and from time Seller hereby irrevocably appoints Buyer as its attorney in fact (which appointment is coupled with an interest) to time after the Effective Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such assignments, applications or other instruments as shall be necessary to effectuate the purposes of transfer, conveyance, assignment this Agreement and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member the Ancillary Agreements and to confirm Sub's (or such Sub Group member's) protect and vest title in and to all the Acquired Assets. Notwithstanding anything to the contrary in this Agreement, the power of attorney granted by the preceding sentence shall terminate no later than the fifth-year anniversary of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' feesClosing Date. SECTION 7.3.2 Parent (b) Beginning on the date hereof and Sub will ending 180 days following the Closing Date, each Party, at its own expense, shall use their best commercially reasonable efforts to obtain any consent, approval or amendment Consent required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Non-Assignable Assets to SubBuyer; provided, however, provided that Parent shall not neither Seller nor Buyer will be obligated to pay any consideration therefor (except for de minimis filing fees and or other administrative charges) to the any third party from whom such consents, approvals and amendments Consents are requestedsought. In the event If and to the extent that Parent is the Parties are unable to obtain any such required consentConsent through the use of commercially reasonable methods, approval unless prohibited by applicable Law or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereofterms hereof, (ai) Parent, or the applicable Parent Group member, Seller shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date and indemnify Parent and any Parent Group member for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group member. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.Non-Assignable Assets; and

Further Assurances; Subsequent Transfers. SECTION Section 7.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to all of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees. SECTION Section 7.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be -------- ------- obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent is unable to obtain any such required consent, approval or amendment and the third party to such agreement, contract, license or lease objects to the assignment thereofamendment, (a) Parent, or the applicable Parent Group member, shall continue to be bound thereby and (b) unless not permitted by law or the terms thereof, Sub shall pay, perform and discharge fully all the obligations of Parent, or the applicable Parent Group member, thereunder from and after the Effective Date and indemnify Parent and any Parent Group member for all Indemnifiable Losses arising out of such performance by Sub or a Sub Group memberSub. Parent shall, without the payment of any further consideration, pay and remit to Sub promptly any and all monies, rights and other considerations received in respect of such performance. Parent shall exercise or exploit its rights and options under all such agreements, leases, licenses and other rights and commitments referred to in this Section 7.3.2 only as reasonably directed by Sub and at Sub's expense. If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable or able to be novated, Parent shall promptly assign and novate all rights and obligations thereunder to Sub without payment of further consideration and Sub shall, without the payment of any further consideration, assume such rights and obligations. To the extent that the assignment of any contract or agreement (or their proceeds) pursuant to this Section 7.3 is prohibited by law or not otherwise obtained, the assignment provisions of this Section shall operate to create a subcontract with Sub and the applicable Sub Group member to perform each relevant unassignable contract at a subcontract price equal to one hundred percent (100%) of the monies, rights and other considerations received by Parent with respect to the performance by Sub and the applicable Sub Group member under such subcontract.