Common use of Further Conveyances and Assumptions Clause in Contracts

Further Conveyances and Assumptions. From time to time following the consummation of the Closing, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) assure that Purchaser and its successors and assigns benefit from all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement, the other Purchaser Documents and the other Seller Documents; (b) assure that Seller and its successors and assigns benefit from the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, the other Purchaser Documents and the other Seller Documents: (c) otherwise make effective the Transactions and the transactions contemplated by the other Purchaser Documents and the other Seller Documents. In furtherance of the foregoing, from time to time following the Closing, Seller shall, unless prohibited by applicable Law, make available to Purchaser such data in personnel records of the Transferred Employees as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoing, nothing in this Section or this Agreement (including Section 8.7) shall require Seller to remain a validly existing entity beyond the Closing Date or to take any action, perform any obligations, or comply with any terms or covenants set forth in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed that Seller shall maintain its corporate existence until at least the second anniversary of the Closing Date).

Further Conveyances and Assumptions. (a) From time to time following the consummation of the Closing, Seller each party shall, and Purchaser shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) to assure that fully to Purchaser and its respective successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents; (b) Documents at the Closing and to assure that fully to Seller and its Affiliates and their successors and assigns benefit from assigns, the assumption of the liabilities Liabilities and obligations intended to be assumed by Purchaser under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents: (c) Documents at the Closing, and to otherwise make effective the Transactions and the transactions contemplated by hereby and thereby; provided however that nothing herein shall obligate or otherwise require Seller to pay any claims or liabilities arising prior to the other Purchaser Documents and the other Seller DocumentsPetition Date. In furtherance of the foregoingevent that Purchaser or its Affiliates receives any Excluded Assets (or any payments or proceeds related thereto) following the Closing, from time Purchaser shall promptly deliver such Excluded Assets (or any payments or proceeds related thereto) to time Pax Christi. In the event that Seller receives any Purchased Assets (or any payments or proceeds related thereto) following the Closing, Seller shall, unless prohibited by applicable Law, make available shall promptly deliver such Purchased Assets (or any payments or proceeds related thereto) to Purchaser Purchaser. (b) To the extent that the assignment of any Purchased Asset shall require the consent of any other Person and such data in personnel records consent shall still be required notwithstanding the Sale Order and Sections 363 and 365 of the Transferred Employees as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoingBankruptcy Code (each, a “Nonassignable Asset”), (i) nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign such Nonassignable Asset unless and until such consent shall have been obtained, and (ii) except as provided for in Section 4.4(a)(i) and Article X hereto, Purchaser shall be obligated to close whether or this Agreement (including Section 8.7) shall require not the Nonassignable Asset can be transferred and Seller agrees to remain a validly existing entity beyond the Closing Date or reasonably cooperate with Purchaser to take seek to obtain any action, perform any obligations, or comply with any terms or covenants set forth in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed required consent; provided however that Seller shall maintain its corporate existence until at least not be required to pay any claims or incur any other obligations in order to obtain such consent. Except as provided for in Section 4.4(a)(i) and Article X hereto, notwithstanding anything to the second anniversary contrary contained herein, Purchaser shall not have the right to terminate this Agreement as a result of the failure by Seller or inability of Seller to assign to Purchaser (on terms and conditions no less favorable than those in existence as of the date hereof) at the Closing Date)any Assigned Contract, Purchased Personal Property Lease, Purchased Real Property Lease or Purchased Intellectual Property License.

Further Conveyances and Assumptions. (a) From time to time following the consummation of the Closing, Seller each party shall, and Purchaser shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions assumptions, releases and acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) assure that to convey and assign fully to Purchaser and its respective successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement, the other Purchaser Agreement and Seller Documents and the other Seller Documents; (b) to assure that fully to each Seller and its Affiliates and their successors and assigns benefit from assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents: (c) , and to otherwise make effective the Transactions and the transactions contemplated by the other Purchaser Documents hereby and the other Seller Documentsthereby. In furtherance of the foregoing, from time to time event that Purchaser or its Affiliates receives any Excluded Assets (or any payments or proceeds related thereto) following the Closing, Purchaser shall promptly deliver such Excluded Assets (or any payments or proceeds related thereto) to Sellers. In the event that any Seller shallor its Affiliates receives any Purchased Assets (or any payments or proceeds related thereto) following the Closing, unless prohibited by applicable Law, make available such Seller shall promptly deliver such Purchased Assets (or any payments or proceeds related thereto) to Purchaser Purchaser. (b) To the extent that the assignment of any Purchased Asset shall require the consent of any other party and such data in personnel records consent shall still be required notwithstanding the Sale Order and Sections 363 and 365 of the Transferred Employees as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoingBankruptcy Code (each, a “Nonassignable Asset”), nothing in this Section Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or this Agreement (including Section 8.7) agreement to assign such Nonassignable Asset unless and until such consent shall require Seller to remain a validly existing entity beyond the Closing Date or to take have been obtained. If any action, perform any obligationssuch consent is not obtained, or comply with if an attempted assignment would adversely affect the rights or increase the obligations of Purchaser such that Purchaser would not receive all such rights as they exist prior to such attempted assignment, Sellers and Purchaser shall enter into such reasonable cooperative arrangements as are reasonably acceptable to Sellers and Purchaser to provide for Purchaser the benefit of such Nonassignable Asset, and any terms or covenants set forth in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed that Seller shall maintain its corporate existence until at least the second anniversary transfer to Purchaser of the Closing Date)any Nonassignable Asset.

Further Conveyances and Assumptions. (a) From time to time following the consummation Closing, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Closing, without further consideration, Seller and Purchaser shall, and shall cause their respective Affiliates to, do, execute, acknowledge and deliver deliver, or cause to be done, executed, acknowledged or delivered, all such further conveyances, deeds, assignments, notices, assumptions assumptions, releases, acquaintances, powers of attorney and assurances (including any notarization, authentication, legalization and consularization of the signatures of Seller’s and its Subsidiaries’ representatives), and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) to assure that fully to Purchaser and its respective successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents; (b) , and to assure that fully to Seller and its Affiliates and their successors and assigns benefit from assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents: (c) , and to otherwise make effective the Transactions and the transactions contemplated hereby and thereby. (c) If any third-party consent is required for the assignment of any Intellectual Property Licenses to Purchaser and such consent cannot be obtained, then, to the extent permitted by the other Purchaser Documents and the other Seller Documents. In furtherance of the foregoing, from time to time following the ClosingApplicable Law, Seller shallshall sublicense whatever rights they are permitted to sublicense under the respective Intellectual Property Licenses, unless prohibited by applicable Lawprovided such sublicense is at no cost to Seller. If, make available however, Seller is permitted to Purchaser such data in personnel records of the Transferred Employees as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoingsublicense only at a one time, nothing in this Section fixed payment or this Agreement (including Section 8.7) shall require Seller to remain a validly existing entity beyond the Closing Date or to take any actionan ongoing fee, perform any obligations, or comply with any terms or covenants set forth in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed that Seller shall maintain its corporate existence until at least notify Purchaser thereof and, only if Purchaser agreed in writing to be responsible to such payment or fee, as applicable, Seller shall sublicense whatever rights it is permitted to sublicense under the second anniversary of respective Intellectual Property Licenses, subject to the Closing Date)payment or fee being paid by Purchaser.

Further Conveyances and Assumptions. (a) From time to time following the consummation Closing, Sellers shall make available to Purchaser, at sole cost and expense of Purchaser, such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records. (b) From time to time following the Closing, Seller Sellers and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions assumptions, releases and acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) to assure that fully to Purchaser and its respective successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement, Agreement and to assure fully to each of the other Purchaser Documents and the other Seller Documents; (b) assure that Seller Sellers and its successors and assigns benefit from assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, the other Purchaser Documents and the other Seller Documents: (c) to otherwise make effective the Transactions Contemplated Transactions. For the avoidance of all doubt, nothing herein shall require Sellers to execute any document or take any action that would (i) impose or involve obligations or Liabilities on Sellers over and the transactions contemplated above those imposed on Sellers by the other Purchaser Documents and provisions of this Agreement, (ii) involve any cost or expense (individually or in the other Seller Documents. In furtherance aggregate) that is not nominal in amount, or (iii) include joining or otherwise becoming a party to any action or proceeding of the foregoing, from time to time following any kind. (c) At the Closing, Seller shallto the extent necessary as determined by Sellers in their reasonable discretion, unless prohibited by applicable Law, make available Sellers and Purchaser shall enter into a management agreement in a form to Purchaser such data be negotiated prior to Closing that will allow Sellers to continue to operate the Theatres that do not constitute Acquired Theatres in personnel records the ordinary course of the Transferred Employees as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoing, nothing in this Section or this Agreement (including Section 8.7) shall require Seller to remain a validly existing entity beyond the Closing Date business or to take any actiondispose, perform any obligationssell, or comply with liquidate the assets located there, for the sole purpose of maximizing the value of such assets and minimizing the impact of any terms liability for WARN Act or covenants set forth other reduction in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed that Seller shall maintain its corporate existence until at least the second anniversary of the Closing Date)force statutes.

Further Conveyances and Assumptions. (a) From time to time following the consummation of the Closing, Seller each party shall, and Purchaser shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions assumptions, releases and acquaintances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) to assure that fully to Purchaser and its respective successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement, Agreement and the other Purchaser Seller Documents and the other Seller Documents; (b) to assure that fully to Seller and its Affiliates and their successors and assigns benefit from assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents: (c) , and to otherwise make effective the Transactions and the transactions contemplated by the other Purchaser Documents hereby and the other Seller Documentsthereby. In furtherance of the foregoingevent that Purchaser or its Affiliates receives any Excluded Assets (or any payments or proceeds related thereto) following the Closing, from time Purchaser shall promptly deliver such Excluded Assets (or any payments or proceeds related thereto) to time Seller. In the event that Seller or its Affiliates receives any Purchased Assets (or any payments or proceeds related thereto) following the Closing, Seller shall promptly deliver such Purchased Assets (or any payments or proceeds related thereto) to Purchaser. (b) To the extent that the assignment of any Purchased Asset shall require the consent of any other party and such consent shall still be required notwithstanding the Sale Order and Sections 363 and 365 of the Bankruptcy Code (each, a “Nonassignable Asset”), nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign such Nonassignable Asset unless and until such consent shall have been obtained. With respect to Assigned Contracts or Permits that are material for the Business as a going concern after the Closing Date, Seller shall, unless prohibited and shall cause its Affiliates to, use its commercially reasonable efforts to cooperate with Purchaser at its request for up to one hundred and eighty (180) days following the Closing Date in endeavoring to obtain such consents promptly; provided, however, that such efforts shall not require Seller or any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily liable or contingently liable for any Assumed Liability in order to obtain any such consent. The parties shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all (i) Liabilities arising from and after the Closing Date under any and all Assigned Contracts, Purchased Real Property Leases, Purchased Personal Property Leases and Purchased Intellectual Property Licenses and (ii) other Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities. To the extent permitted by applicable Law, make available in the event consents to Purchaser the assignment thereof cannot be obtained, such data in personnel records Nonassignable Assets shall be held, as of the Transferred Employees as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoing, nothing in this Section or this Agreement (including Section 8.7) shall require Seller to remain a validly existing entity beyond the Closing Date or to take any action, perform any obligations, or comply with any terms or covenants set forth in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed that Seller shall maintain its corporate existence until at least the second anniversary of from the Closing Date), by Seller or the applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or cause to be taken at Purchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto, and Purchaser agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Purchaser's performance of, or failure to perform, such obligations under the Nonassignable Assets.

Further Conveyances and Assumptions. Consent of Third Parties. (a) From time to time following the consummation of the Closing, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) to assure that fully to Purchaser and its successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests intended to be conveyed to Purchaser under this Agreement, Agreement and the other Purchaser Transaction Documents and the other Seller Documents; (b) to assure that fully to Seller and its Affiliates and their successors and assigns benefit from assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, the other Purchaser Documents Agreement and the other Seller Transaction Documents: (c) , and to otherwise make effective the Transactions transactions contemplated hereby and thereby. (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, Franchise, Programming Agreement, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the other Purchaser Documents consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and the other Seller Documents. In furtherance of the foregoing, from time until such consent shall have been obtained. (c) With respect to time following the Closingmaterial System Contracts and Permits, Seller shall, unless prohibited by applicable Law, make available shall use its commercially reasonable efforts to cooperate with Purchaser such data in personnel records of the Transferred Employees as is reasonably necessary at its request for Purchaser up to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoing, nothing in this Section or this Agreement (including Section 8.7) shall require Seller to remain a validly existing entity beyond 180 days following the Closing Date or in endeavoring to take any actionobtain such consents not obtained prior to Closing; provided, perform any obligationshowever, or comply with any terms or covenants that other than as set forth in this Section after the Closing Date if Seller's corporate existence has ceased 7.3 such efforts shall not require Seller or has been cancelled (it being understood any of its Affiliates to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and agreed that Seller shall maintain use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its corporate existence until at least Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities; provided, however, that the second anniversary allocation between Seller and Purchaser of the Closing Date)payments of consideration, fees and costs payable to any third party (or its agents) from whom any such consent, substitution, approval or amendment is requested shall be governed by Section 7.3.

Further Conveyances and Assumptions. Subject to the terms and conditions hereof: (a) From time to time following the consummation Closing, Seller shall, or shall cause its Subsidiaries to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser and its Subsidiaries to transition such employees into Purchaser’s and its Subsidiaries’ records. (b) From time to time following the Closing, without further consideration, Seller and Purchaser shall, and shall cause their respective Subsidiaries to, do, execute, acknowledge and deliver deliver, or cause to be done, executed, acknowledged or delivered, all such further conveyances, deeds, assignments, notices, assumptions assumptions, releases, acquaintances, powers of attorney and assurances (including any notarization, authentication, legalization and consularization of the signatures of Seller’s and its Affiliates’ Representatives), and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) to assure that fully to Purchaser and its Subsidiaries and their respective successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or its Subsidiaries under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents; (b) Ancillary Agreements, and to assure that fully to Seller and its Subsidiaries and their successors and assigns benefit from assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser or its Subsidiaries under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents: (c) Ancillary Agreements, and to otherwise make effective the Transactions transactions contemplated hereby and thereby. (c) If any third-party consent or agreement is required for the assignment of any Intellectual Property Licenses to Purchaser and such consent cannot be obtained, then, to the extent permitted by applicable Law and by Contract, Seller shall sublicense whatever rights they are permitted to sublicense under the respective Intellectual Property Licenses; provided such sublicense is at no cost to Seller. If Seller is permitted to assign or sublicense any Intellectual Property License to Purchaser only at a one time, fixed payment or an ongoing fee, Seller shall notify Purchaser thereof and, only if Purchaser or any of its Subsidiaries agrees in writing to be responsible to pay such payment or fee, as applicable, Seller shall assign or shall sublicense whatever rights it is permitted to assign or sublicense under the respective Intellectual Property Licenses, subject to the payment or fee being paid by Purchaser or any of its Subsidiaries. (d) If, pursuant to the transactions contemplated carried out under this Agreement Purchaser does not acquire Intellectual Property Rights owned or controlled by the Seller that have been exploited in the Business in the ordinary course of its operations (“Residual Intellectual Property Rights”), then Seller shall and hereby does grant to Purchaser, the perpetual, irrevocable, fully paid up, royalty free, worldwide, non-exclusive right and license to exploit such Residual Intellectual Property Rights in connection with the Business and other Purchaser Documents asset management and investment advisory activities in the other Seller Documentsmanner in which such Residual Intellectual Property Rights were exploited prior to the Closing Date. In furtherance of The license granted herein is assignable and sublicensable by Purchaser; provided that it may only be assigned or sublicensed to a Person who is engaged in (or owns or controls a Person who is engaged in) the foregoingBusiness, as conducted from time to time following time, or a portion thereof. (e) If, pursuant to the Closing, transactions carried out under this Agreement Purchaser acquires Intellectual Property Rights used by Seller shall, unless prohibited by applicable Law, make available to Purchaser such data in personnel records or any of its Subsidiaries outside of the Transferred Employees as is reasonably necessary for Purchaser to transition such Transferred Employees into Purchaser's records. Notwithstanding the foregoing, nothing in this Section or this Agreement (including Section 8.7) shall require Seller to remain a validly existing entity beyond the Closing Date or to take any action, perform any obligations, or comply with any terms or covenants set forth in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed that Seller shall maintain its corporate existence until at least the second anniversary scope of the Closing DateBusiness in the ordinary course of Seller’s or any of its Subsidiaries’ operations (“Non-exclusive Intellectual Property Rights”)., Purchaser shall and hereby does grant to Seller and its Subsidiaries, the perpetual, irrevocable, fully paid up, royalty free, worldwide, non-exclusive right and license to exploit such Non-exclusive Intellectual Property Rights outside the field of the Business in the manner in which such Non-exclusive Intellectual Property Rights were exploited prior to the

Further Conveyances and Assumptions. Subject to the terms and conditions hereof: (a) From time to time following the consummation Closing, Seller shall, or shall cause its Subsidiaries to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser and its Subsidiaries to transition such employees into Purchaser’s and its Subsidiaries’ records. (b) From time to time following the Closing, without further consideration, Seller and Purchaser shall, and shall cause their respective Subsidiaries to, do, execute, acknowledge and deliver deliver, or cause to be done, executed, acknowledged or delivered, all such further conveyances, deeds, assignments, notices, assumptions assumptions, releases, acquaintances, powers of attorney and assurances (including any notarization, authentication, legalization and consularization of the signatures of Seller’s and its Affiliates’ Representatives), and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to: (a) to assure that fully to Purchaser and its Subsidiaries and their respective successors and assigns benefit from or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or its Subsidiaries under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents; (b) Ancillary Agreements, and to assure that fully to Seller and its Subsidiaries and their successors and assigns benefit from assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser or its Subsidiaries under this Agreement, the other Purchaser Documents Agreement and the other Seller Documents: (c) Ancillary Agreements, and to otherwise make effective the Transactions transactions contemplated hereby and thereby. (c) If any third-party consent or agreement is required for the assignment of any Intellectual Property Licenses to Purchaser and such consent cannot be obtained, then, to the extent permitted by applicable Law and by Contract, Seller shall sublicense whatever rights they are permitted to sublicense under the respective Intellectual Property Licenses; provided such sublicense is at no cost to Seller. If Seller is permitted to assign or sublicense any Intellectual Property License to Purchaser only at a one time, fixed payment or an ongoing fee, Seller shall notify Purchaser thereof and, only if Purchaser or any of its Subsidiaries agrees in writing to be responsible to pay such payment or fee, as applicable, Seller shall assign or shall sublicense whatever rights it is permitted to assign or sublicense under the respective Intellectual Property Licenses, subject to the payment or fee being paid by Purchaser or any of its Subsidiaries. (d) If, pursuant to the transactions contemplated carried out under this Agreement Purchaser does not acquire Intellectual Property Rights owned or controlled by the Seller that have been exploited in the Business in the ordinary course of its operations (“Residual Intellectual Property Rights”), then Seller shall and hereby does grant to Purchaser, the perpetual, irrevocable, fully paid up, royalty free, worldwide, non- exclusive right and license to exploit such Residual Intellectual Property Rights in connection with the Business and other Purchaser Documents asset management and investment advisory activities in the other Seller Documentsmanner in which such Residual Intellectual Property Rights were exploited prior to the Closing Date. In furtherance of The license granted herein is assignable and sublicensable by Purchaser; provided that it may only be assigned or sublicensed to a Person who is engaged in (or owns or controls a Person who is engaged in) the foregoingBusiness, as conducted from time to time following time, or a portion thereof. (e) If, pursuant to the Closing, transactions carried out under this Agreement Purchaser acquires Intellectual Property Rights used by Seller shall, unless prohibited by applicable Law, make available to Purchaser such data in personnel records or any of its Subsidiaries outside of the Transferred Employees as is reasonably necessary for scope of the Business in the ordinary course of Seller’s or any of its Subsidiaries’ operations (“Non-exclusive Intellectual Property Rights”), Purchaser shall and hereby does grant to transition Seller and its Subsidiaries, the perpetual, irrevocable, fully paid up, royalty free, worldwide, non-exclusive right and license to exploit such Transferred Employees into Purchaser's records. Notwithstanding Non- exclusive Intellectual Property Rights outside the foregoing, nothing field of the Business in this Section or this Agreement (including Section 8.7) shall require Seller the manner in which such Non-exclusive Intellectual Property Rights were exploited prior to remain a validly existing entity beyond the Closing Date or to take any action, perform any obligations, or comply with any terms or covenants set forth in this Section after the Closing Date if Seller's corporate existence has ceased or has been cancelled (it being understood and agreed that Seller shall maintain its corporate existence until at least the second anniversary of the Closing Date). The license granted herein is assignable and sublicensable by Seller or any of its Subsidiaries, as applicable, in whole or in part; provided that it may only be assigned or sublicensed to a Person who is engaged in (or owns or controls a Person who is engaged in) those aspects of the business in which the relevant Non-exclusive Intellectual Property Rights were used prior to Closing Date, or a portion thereof.