Common use of Further Instruments Clause in Contracts

Further Instruments. Subject to Section 2.5, at the request of B&W or MII and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries and confirm the requesting Party’s and its Subsidiaries’ title to all of the Assets, rights and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries to exercise all rights with respect thereto (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). At the request of B&W or MII and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party may reasonably deem necessary or desirable in order to have the other Party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W Group or the MII Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.52.4, at the request of B&W SpinCo or MII RemainCo and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries and confirm the requesting Party’s and its Subsidiaries’ title to all of the Assets, rights and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries to exercise all rights with respect thereto (including rights under Contracts and other arrangements as to which the consent of any third party Third Party to the transfer thereof shall not have previously been obtained). At the request of B&W SpinCo or MII RemainCo and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party may reasonably deem necessary or desirable in order to have the other Party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W SpinCo Group or the MII RemainCo Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII RemainCo nor B&W SpinCo shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII either of the Tality Parties, and without payment of any further consideration, the other Party will Cadence Parties shall execute and deliver, and will shall cause its applicable Subsidiaries all other members of the Cadence Group to execute and deliver, to the requesting Party Partnership and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the requesting Party Tality Parties may reasonably deem necessary or desirable in order more to effectively to transfer, convey and assign to the requesting Party Partnership and its Subsidiaries and confirm the requesting Party’s Partnership's and its Subsidiaries’ ' title to all of the Assets, assets and rights and other things of value contemplated to be transferred to the requesting Party Partnership and its Subsidiaries pursuant to this Agreement, Agreement and the Ancillary Agreements, any documents referred to therein and any Prior Transfers, Agreements to put the requesting Party Partnership and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Partnership and its Subsidiaries to exercise all rights with respect thereto (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). At the request of B&W or MII either of the Cadence Parties and without payment of any further consideration, the other Party will Tality Parties shall execute and deliver, and will shall cause its applicable Subsidiaries all other members of the Tality Group to execute and deliver, to the requesting Party Cadence and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Cadence may reasonably deem necessary or desirable in order to have the other Party Partnership fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party the Partnership and its Subsidiaries under this Agreement, any Agreement and the Ancillary Agreement, any document in connection herewith or the Prior Transfers Agreements and to relieve each member of the B&W Cadence Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII the Cadence Parties nor B&W the Tality Parties shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and disbursements and recording or similar fees. Furthermore, each Partyparty hereto, at the request of another Partythe other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Prior TransfersAncillary Agreements.

Further Instruments. Subject to Section 2.5, at At the request of B&W Fiesta Restaurant Group or MII CRG or Carrols and without payment of any further consideration, the other Party party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party party and its Subsidiaries and confirm the requesting Partyparty’s and its Subsidiaries’ title to all of the Assets, rights and other things of value contemplated to be transferred to the requesting Party party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party party and its Subsidiaries to exercise all rights with respect thereto (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). At the request of B&W Fiesta Restaurant Group or MII CRG or Carrols and without payment of any further consideration, the other Party party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W Fiesta Group or the MII CRG Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII CRG or Carrols nor B&W Fiesta Restaurant Group shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5(a) Each of Merck and Medco, in their respective capacities as a Transferring Party, at the request of B&W or MII the Receiving Party and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Receiving Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Receiving Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Receiving Party and its Subsidiaries and confirm the requesting Receiving Party’s 's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred or allocated to the requesting Receiving Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, or any documents referred to therein and any Prior Transfersherein or therein, to put the requesting Receiving Party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Receiving Party and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At . (b) Each of Merck and Medco, in their respective capacities as a Receiving Party, at the request of B&W or MII the Transferring Party and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Transferring Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Transferring Party may reasonably deem necessary or desirable in order to have the other Receiving Party fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such or allocated to the Receiving Party under this Agreement, any the Ancillary AgreementAgreements, or any document in connection herewith or the Prior Transfers therewith, and to relieve the B&W Group or of the MII Group, as applicable, Transferring Party of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each of the Transferring Party and the Receiving Party, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W any of TODCO, Transocean Holdings or MII Transocean and without payment of any further consideration, the other Party party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party party and its Subsidiaries and confirm the requesting Party’s party's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party party and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W any of TODCO, Transocean Holdings or MII Transocean and without payment of any further consideration, the other Party party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W TODCO Group or the MII Transocean Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Transocean, Transocean Holdings nor B&W TODCO shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W Seahawk or MII Pride and without payment of any further consideration, the other Party party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party party and its Subsidiaries and confirm the requesting Partyparty’s and its Subsidiaries’ title to all of the Assets, rights and other things of value contemplated to be transferred to the requesting Party party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party party and its Subsidiaries to exercise all rights with respect thereto (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). At the request of B&W Seahawk or MII Pride and without payment of any further consideration, the other Party party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W Seahawk Group or the MII Pride Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII Pride nor B&W Seahawk shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.52.4, at the request of B&W either Paragon or MII Noble and without payment of any further consideration, the other Party will execute and deliver, and will cause its the members of their applicable Subsidiaries Groups to execute and deliver, to the requesting Party and its Subsidiaries members of the applicable Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and take such action other actions as the requesting Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries applicable Group and confirm the requesting Party’s and its Subsidiaries’ applicable Group’s title to all of the Assets, rights and other things of value Assets contemplated to be transferred to the requesting Party and its Subsidiaries applicable Group pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party and its Subsidiaries applicable Group in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries applicable Group to exercise all rights with respect thereto (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), free and clear of any security interest, if and to the extent it is practicable to do so. At the request of B&W either Paragon or MII Noble and without payment of any further consideration, the other Party will execute and deliver, and will cause the members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party and its Subsidiaries applicable Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party may reasonably deem necessary or desirable in order to have the other Party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W Paragon Group or the MII Noble Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII Noble nor B&W Paragon (or their respective Groups) shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another any other Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Southern Energy and without payment of any further consideration, the other Party Southern will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Southern Energy and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Southern Energy may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Southern Energy and its Subsidiaries and confirm the requesting Party’s Southern Energy's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Southern Energy and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Southern Energy and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Southern Energy and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Southern and without payment of any further consideration, the other Party Southern Energy will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Southern and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Southern may reasonably deem necessary or desirable in order to have the other Party Southern Energy fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Southern Energy under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Southern Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Southern nor B&W Southern Energy shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.52.3, at the request of B&W Nuvectra or MII Greatbatch and without payment of any further consideration, the other Party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and to make all filings with, and to obtain all Consents of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take such action other actions as the requesting Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and the members of its Subsidiaries Group and confirm the requesting Party’s and its SubsidiariesGroup members’ title to all of the Assets, rights and other things of value contemplated to be transferred to the requesting Party and the members of its Subsidiaries Group pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party and the applicable members of its Subsidiaries Group in actual possession and operating control thereof and to permit the requesting Party and the applicable members of its Subsidiaries Group to exercise all rights with respect thereto (including rights under the Surviving Agreements and the Contracts and other arrangements as to which the consent Consent of any third party to the transfer thereof shall not have previously been obtained), free and clear of any security interest, if and to the extent it is practicable to do so. At the request of B&W Nuvectra or MII Greatbatch and without payment of any further consideration, the other Party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party may reasonably deem necessary or desirable in order to have the other Party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W Nuvectra Group or the MII Greatbatch Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII Greatbatch nor B&W Nuvectra (nor any members of their respective Groups) shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another the other Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5(a) Each of Pharmacopeia and PDD, in their respective capacities as a Transferring Party, at the request of B&W or MII the Receiving Party and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Receiving Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Receiving Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Receiving Party and its Subsidiaries and confirm the requesting Receiving Party’s and its Subsidiaries’ title to all of the Assetsassets, rights and other things of value contemplated to be transferred or allocated to the requesting Receiving Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, or any documents referred to therein and any Prior Transfersherein or therein, to put the requesting Receiving Party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Receiving Party and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At . (b) Each of Pharmacopeia and PDD, in their respective capacities as a Receiving Party, at the request of B&W or MII the Transferring Party and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Transferring Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Transferring Party may reasonably deem necessary or desirable in order to have the other Receiving Party fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such or allocated to the Receiving Party under this Agreement, any the Ancillary AgreementAgreements, or any document in connection herewith or the Prior Transfers therewith, and to relieve the B&W Group or of the MII Group, as applicable, Transferring Party of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each of the Transferring Party and the Receiving Party, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII ADESA, and without payment of any further consideration, the other Party ALLETE will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party ADESA and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party ADESA may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to the requesting Party ADESA and its Subsidiaries and confirm the requesting Party’s ADESA's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated used in the operation of the ADESA Business prior to the Effective Date or to be transferred to the requesting Party ADESA and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party ADESA and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party ADESA and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII ALLETE and without payment of any further consideration, the other Party ADESA will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party ALLETE and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party ALLETE may reasonably deem necessary or desirable in order to have the other Party ADESA fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party ADESA under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W ALLETE Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII ALLETE nor B&W ADESA shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, unless reimbursed by the other Party. Furthermore, each Party, at the request of another Partythe other Party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject Participant hereby agrees to Section 2.5execute such further instruments, at the request of B&W or MII and including, without payment of any further considerationlimitation, the other Party will execute and deliverInvestment Representation Statement in the form attached hereto as Exhibit C-1, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such further action as the requesting Party may Company determines are reasonably deem necessary to carry out the purposes and intent of this Agreement. If the Company is a party to any agreement that requires the Company to cause, or desirable in order more effectively to transferuse reasonable efforts to cause, convey stockholders who surpass a specified stock ownership threshold become a party to such agreement, and assign if, by exercising the Option or otherwise, Participant holds a number of shares of Common Stock that, when combined with any other shares of capital stock of the Company, surpass the specified stock ownership threshold (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), as a condition to the requesting Party exercise of the Option and its Subsidiaries by signing below, Participant hereby agrees to enter into, execute and confirm the requesting Party’s abide by, be bound by and its Subsidiaries’ title subject to all of the Assets, rights terms and other things conditions of value contemplated to be transferred to the requesting Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries to exercise all rights with respect thereto (including rights under Contracts and other arrangements as such agreements to which the consent Company is a party, including without limitation, all such (i) right of first refusal and co-sale agreements (the “Co-Sale Agreement”), (ii) voting agreements (the “Voting Agreement”) and (iii) stockholder agreements, as each may be amended from time to time (collectively, the “Stock Ownership Threshold Agreements”). I acknowledge that by entering into the Co-Sale Agreement I will be subjecting the Shares to the rights of first refusal, co-sale rights and all the other provisions of the Co-Sale Agreement and that by entering into the Voting Agreement I will be subjected to voting and other obligations (including an obligation to vote for specific director nominees) and covenants (including a drag along) regarding all Shares I own and all other provisions of the Voting Agreement, in addition to the lock-up provisions described above. Upon written request, Participant will be provided with copies of any third party Stock Ownership Threshold Agreements prior to the transfer thereof shall not have previously been obtained). At the request of B&W or MII and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party may reasonably deem necessary or desirable in order to have the other Party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W Group or the MII Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation exercise of the transactions contemplated hereby or by the Prior TransfersOption.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII MMI, and without payment of any further consideration, the other Party Millipore will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party MMI and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party MMI may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party MMI and its Subsidiaries and confirm the requesting Party’s MMI's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party MMI and its Subsidiaries pursuant to this Separation Agreement, the Ancillary Agreements, and any -- 11 -- documents referred to therein and any Prior Transferstherein, to put the requesting Party MMI and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party MMI and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Millipore and without payment of any further consideration, the other Party MMI will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Millipore and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Millipore may reasonably deem necessary or desirable in order to have the other Party MMI fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party MMI under this Agreement, any Ancillary Agreement, Separation Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Millipore Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Millipore nor B&W MMI shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Roxio and without payment of any further consideration, the other Party Adaptec will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Roxio and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Roxio may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Roxio and its Subsidiaries and confirm the requesting Party’s Roxio's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Roxio and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Roxio and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Roxio and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Adaptec and without payment of any further consideration, the other Party Roxio will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Adaptec and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Adaptec may reasonably deem necessary or desirable in order to have the other Party Roxio fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Roxio under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Adaptec Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.third

Further Instruments. Subject to Section 2.5, at At the request of B&W Semiconductor I or MII Semiconductor II and without payment of any further consideration, the other Party C-Cube will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Semiconductor I or Semiconductor II or any of their Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Semiconductor I or Semiconductor II may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to the requesting Party and its Semiconductor I or Semiconductor II or any of their Subsidiaries and confirm the requesting Party’s Semiconductor I's, Semiconductor II's and its their Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party and its Semiconductor I or Semiconductor II or any of their Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party and its Semiconductor I or Semiconductor II or any of their Subsidiaries in actual possession and operating control thereof and to permit the requesting Party and its Semiconductor I or Semiconductor II or any of their Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII C-Cube and without payment of any further consideration, the other Party Semiconductor I and Semiconductor II will execute and deliver, and will cause its their applicable Subsidiaries to execute and deliver, to the requesting Party C-Cube and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party C-Cube may reasonably deem necessary or desirable in order to have the other Party Semiconductor I and Semiconductor II fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Semiconductor I, Semiconductor II or any of their Subsidiaries under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Group C-Cube or the MII Group, as applicable, any of its Subsidiaries of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W None of C-Cube, Semiconductor I or Semiconductor II shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. If any additional fees arise for any reason, such fees shall be the responsibility of Semiconductor I. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII PalmSource, and without payment of any further consideration, the other Party Palm will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party PalmSource and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party PalmSource may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party PalmSource and its Subsidiaries and confirm the requesting PartyPalmSource’s and its Subsidiaries’ title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party PalmSource and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party PalmSource and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party PalmSource and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Palm and without payment of any further consideration, the other Party PalmSource will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Palm and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Palm may reasonably deem necessary or desirable in order to have the other Party PalmSource fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party PalmSource under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Palm Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Palm nor B&W PalmSource shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII and without payment of any further considerationCovisint, the other Party Compuware will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries Covisint such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Covisint may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries Covisint and confirm the requesting PartyCovisint’s and its Subsidiaries’ title to all of the Assetsany assets, rights and other things of value contemplated used in the operation of the Covisint Business on or prior to the Effective Date or to be transferred or licensed to the requesting Party and its Subsidiaries Covisint pursuant to this Agreement, the Ancillary Contribution Agreement, the Intercompany Agreements, or any documents document referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries Covisint in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries Covisint to exercise all rights with respect thereto (including including, without limitation, 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). Any such assets, rights or other things of value not reflected on the Covisint Balance Sheet (other than all assets, rights and other things of value used in the operation of the Covisint Business on or prior to the Effective Date that (i) were acquired after the date of the Covisint Balance Sheet and that would be reflected in a Covisint balance sheet as of the date of such acquisition, if such balance sheet was prepared using the same principles and accounting policies under which the Covisint Balance Sheet was prepared and (ii) should have been reflected in the Covisint Balance Sheet but are not reflected in the Covisint Balance Sheet due to mistake or unintentional omission, which assets, rights and other things of value will be transferred, conveyed and assigned to Covisint, at no charge to Covisint, in accordance with the preceding sentence) shall only be transferred against payment by Covisint to Compuware or its applicable Subsidiary of an amount equal to the book value thereof; provided, however, except as otherwise required by the Intercompany Agreements, Compuware shall not be under any obligation to transfer any assets, rights or other things of value used in the operation of the Covisint Business and not on the Covisint Balance Sheet that are also used in the operation of the Compuware Business; provided further, however, Covisint may request that Compuware consent to a license permitting Covisint to continue to use such assets, rights or other things of value in the Covisint Business after the Effective Date, which consent shall not be unreasonably withheld; and provided further that the respective rights of the Parties with respect to any assets, rights or things of value that are addressed by the Intercompany Agreements shall be as set forth in the Intercompany Agreements. At the request of B&W or MII Compuware and without payment of any further consideration, the other Party Covisint will execute and deliver, and will cause its applicable Subsidiaries deliver to execute and deliver, to the requesting Party Compuware and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Compuware may reasonably deem necessary or desirable in order to have the other Party Covisint fully and unconditionally assume and discharge the Liabilities contemplated to Covisint Liabilities. Nothing in this Section 5.2 shall be assumed by such Party deemed a conveyance or transfer of intellectual property rights, and no license under this Agreement, any Ancillary Agreement, any document in connection herewith either Party’s patents or other intellectual property rights is granted or conveyed hereby. Any agreements between the Prior Transfers and to relieve the B&W Group or the MII Group, as applicable, of any Liability or obligation Parties with respect thereto to intellectual property rights shall be governed exclusively by the Intellectual Property Agreement and evidence the same to third partiesany related intellectual property assignment agreements. Neither MII Except as hereinabove provided, neither Compuware nor B&W Covisint shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, unless reimbursed by the other Party. Furthermore, each Party, at the request of another Partythe other Party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Agilent and without payment of any further consideration, the other Party HP will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Agilent and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Agilent may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Agilent and its Subsidiaries and confirm the requesting Party’s Agilent's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Agilent and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Agilent and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Agilent and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII HP and without payment of any further consideration, the other Party Agilent will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party HP and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party HP may reasonably deem necessary or desirable in order to have the other Party Agilent fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Agilent under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W HP Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII HP nor B&W Agilent shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at the request of B&W SSE or MII CHK and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and to make all filings with, and to obtain all Consents of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take such action other actions as the requesting Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries and confirm the requesting Party’s and its Subsidiaries’ title to all of the Assets, rights and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, to put the requesting Party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries to exercise all rights with respect thereto (including rights under Contracts and other arrangements as to which the consent Consent of any third party to the transfer thereof shall not have previously been obtained), free and clear of any security interest, if and to the extent it is practicable to do so. At the request of B&W SSE or MII CHK and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party may reasonably deem necessary or desirable in order to have the other Party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W SSE Group or the MII CHK Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII CHK nor B&W SSE (or their respective Subsidiaries) shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another the other Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request either of B&W or MII the Tality Parties, and without payment of any further consideration, the other Party will Cadence Parties shall execute and deliver, and will shall cause its applicable Subsidiaries all other members of the Cadence Group to execute and deliver, to the requesting Party Partnership and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as either of the requesting Party Tality Parties may reasonably deem necessary or desirable in order more to effectively to transfer, convey and assign to the requesting Party Partnership and its Subsidiaries and confirm the requesting Party’s Partnership's and its Subsidiaries’ ' title to all of the Assets, assets and rights and other things of value contemplated to be transferred to the requesting Party Partnership and its Subsidiaries pursuant to this Agreement, Agreement and the Ancillary Agreements, any documents referred to therein and any Prior Transfers, Agreements to put the requesting Party Partnership and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Partnership and its Subsidiaries to exercise all rights with respect thereto (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). At the request of B&W or MII either of the Cadence Parties and without payment of any further consideration, the other Party will Tality Parties shall execute and deliver, and will shall cause its applicable Subsidiaries all other members of the Tality Group to execute and deliver, to the requesting Party Cadence and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Cadence may reasonably deem necessary or desirable in order to have the other Party Partnership fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party the Partnership and its Subsidiaries under this Agreement, any Agreement and the Ancillary Agreement, any document in connection herewith or the Prior Transfers Agreements and to relieve each member of the B&W Cadence Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII the Cadence Parties nor B&W the Tality Parties shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and disbursements and recording or similar fees. Furthermore, each Partyparty hereto, at the request of another Partythe other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Prior TransfersAncillary Agreements.

Further Instruments. Subject In addition to Section 2.5the specific agreements, at documents, and instruments attached to this Agreement, TFS and Brillian agree to execute or cause to be executed by the appropriate parties and deliver, as appropriate, such other agreements, instruments, and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Ancillary Agreements. At the request of B&W or MII Brillian and without payment of any further consideration, the other Party TFS will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries Brillian such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as the requesting Party Brillian may reasonably deem necessary or desirable in order to more effectively to transfer, convey convey, and assign to the requesting Party and its Brillian or any of their Subsidiaries and confirm the requesting Party’s and its Subsidiaries’ Brillian's title to all of the Assetsassets, rights rights, and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries Brillian pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries Brillian in actual possession and operating control thereof thereof, and to permit the requesting Party and its Subsidiaries Brillian to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII TFS and without payment of any further consideration, the other Party Brillian will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party TFS and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as the requesting Party TFS may reasonably deem necessary or desirable in order to have the other Party Brillian fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Brillian under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Group or the MII Group, as applicable, TFS and any of its Subsidiaries of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W TFS shall not be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees ' fees, and recording or similar fees. If any additional fees arise for any reason, such fees shall be the responsibility of Brillian. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Tality, and without payment of any further consideration, the other Party will Cadence shall execute and deliver, and will shall cause its applicable Subsidiaries all other members of the Cadence Group to execute and deliver, to the requesting Party Tality and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Tality may reasonably deem necessary or desirable in order more to effectively to transfer, convey and assign to the requesting Party Tality and its Subsidiaries and confirm the requesting Party’s Tality's and its Subsidiaries’ ' title to all of the Assets, assets and rights and other things of value contemplated to be transferred to the requesting Party Tality and its Subsidiaries pursuant to this Agreement, Agreement and the Ancillary Agreements, any documents referred to therein and any Prior Transfers, Agreements to put the requesting Party Tality and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Tality and its Subsidiaries to exercise all rights with respect thereto (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). At the request of B&W or MII Cadence and without payment of any further consideration, the other Party will Tality shall execute and deliver, and will shall cause its applicable Subsidiaries all other members of the Tality Group to execute and deliver, to the requesting Party Cadence and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Cadence may reasonably deem necessary or desirable in order to have the other Party Tality fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Tality and its Subsidiaries under this Agreement, any Agreement and the Ancillary Agreement, any document in connection herewith or the Prior Transfers Agreements and to relieve each member of the B&W Cadence Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Cadence nor B&W Tality shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and disbursements and recording or similar fees. Furthermore, each Partyparty hereto, at the request of another Partythe other party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by this Agreement and the Prior TransfersAncillary Agreements.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII DSW, and without payment of any further consideration, the other Party Retail Ventures will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries DSW such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party DSW may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries DSW and confirm the requesting Party’s and its Subsidiaries’ DSW's title to all of the Assetsany assets, rights and other things of value contemplated used in the operation of the DSW Business prior to the IPO Date or to be transferred to the requesting Party and its Subsidiaries DSW pursuant to this Agreement, the Ancillary Agreements, Inter-Company Agreements or any documents document referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries DSW in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries DSW to exercise all rights with respect thereto (including including, without limitation, 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); provided, however, that any such assets, rights or other things of value not reflected on the DSW Balance Sheet shall only be transferred against payment by DSW to Retail Ventures or its applicable Subsidiary of an amount equal to the book value thereof. At the request of B&W or MII Retail Ventures and without payment of any further consideration, the other Party DSW will execute and deliver, and will cause its applicable Subsidiaries deliver to execute and deliver, to the requesting Party Retail Ventures and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Retail Ventures may reasonably deem necessary or desirable in order to have the other Party DSW fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party under this AgreementDSW Liabilities. Except as hereinabove provided, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the B&W Group or the MII Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither MII neither Retail Ventures nor B&W DSW shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, unless reimbursed by the other Party. Furthermore, each Party, at the request of another Partythe other Party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W either Forest or MII Lone Pine following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order to more effectively to transfer, convey convey, and assign to the requesting Party party and the members of its Subsidiaries Group and confirm the requesting Partyparty’s and the members of its Subsidiaries’ Group’s title to all of the Assetsassets, rights rights, and other things of value items contemplated to be transferred to the requesting Party party and the members of its Subsidiaries Group pursuant to this Agreement, the Ancillary other Separation Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the requesting Party party and the members of its Subsidiaries Group to exercise all rights with respect thereto (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). At the request of B&W either Forest or MII Lone Pine following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party the other party under this Agreement, any Ancillary Separation Agreement, or any document in connection herewith or the Prior Transfers and to relieve the B&W Forest Group or the MII Lone Pine Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the transactions contemplated hereby. Neither MII the requesting party nor B&W the other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees fees, and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Palm, and without payment of any further consideration, the other Party 3Com will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Palm and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Palm may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Palm and its Subsidiaries and confirm the requesting Party’s Palm's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Palm and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Palm and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Palm and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII 3Com and without payment of any further consideration, the other Party Palm will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party 3Com and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party 3Com may reasonably deem necessary or desirable in order to have the other Party Palm fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Palm under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W 3Com Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII 3Com nor B&W Palm shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject The parties intend to Section 2.5separate the KBR Business from the Halliburton Business hereby, at and to convey, assign or otherwise transfer to the KBR Group the assets, rights and other items relating to the KBR Business, and to convey, assign or otherwise transfer to the Halliburton Group the assets, rights and other items relating to the Halliburton Business. At the request of B&W either Halliburton or MII KBR following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party party and the members of its Subsidiaries Group and confirm the requesting Partyparty’s and the members of its Subsidiaries’ Group’s title to all of the Assetsassets, rights and other things of value items contemplated to be transferred to the requesting Party party and the members of its Subsidiaries Group pursuant to a Prior Transfer Agreement, this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the requesting Party party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W either Halliburton or MII KBR following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party the other party under a Prior Transfer Agreement, this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Halliburton Group or the MII KBR Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII the requesting party nor B&W the other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Luminent, and without payment of any further consideration, the other Party MRV will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Luminent and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Luminent may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to the requesting Party Luminent and its Subsidiaries and confirm the requesting Party’s Luminent's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Luminent and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Luminent and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Luminent and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII MRV and without payment of any further consideration, the other Party Luminent will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party MRV and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party MRV may reasonably deem necessary or desirable in order to have the other Party Luminent fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Luminent under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W MRV Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII MRV nor B&W Luminent shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII CESI, and without payment of any further consideration, the other Party Catalytica will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries CESI such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party CESI may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party CESI and its Subsidiaries and confirm the requesting Party’s CESI's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries CESI pursuant to this Agreement, the Ancillary Agreements, Agreements and any documents referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries CESI in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries CESI to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Catalytica and without payment of any further consideration, the other Party CESI will execute and deliver, and will cause its applicable Subsidiaries deliver to execute and deliver, to the requesting Party Catalytica and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Catalytica may reasonably deem necessary or desirable in order to have the other Party CESI fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party CESI under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Catalytica Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby hereby. Neither Catalytica nor CESI shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of- pocket expenses, attorneys' fees and recording or similar fees which shall be reimbursed by the Prior Transfersrequesting party upon receipt of an invoice therefore.

Further Instruments. Subject to Section 2.5, at the request of B&W or MII and without payment of any Without further consideration, the other Party Seller will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries Buyer such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries Buyer and confirm the requesting Party’s and its Subsidiaries’ Buyer's title to all of the Seller Assets, rights and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries Buyer pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries Buyer in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries Buyer to exercise all rights with respect thereto (including including, without limitation, rights under Contracts and other arrangements as to which the consent Consent of any third party to the transfer thereof shall has not have previously yet been obtained). At the request of B&W or MII Seller and without payment of any further consideration, the other Party Buyer will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Seller and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Seller may reasonably deem necessary or desirable in order to have the other Party Buyer fully and unconditionally assume and discharge the Seller Liabilities contemplated to be assumed by such Party Buyer under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Group or the MII Group, as applicable, Seller and its affiliates of any Seller Liability or obligation with respect thereto and evidence the same to third parties. Neither MII Seller nor B&W Buyer shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty hereto, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII SPINCO and without payment of any further consideration, the other Party PARENT will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party SPINCO and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party SPINCO may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party SPINCO and its Subsidiaries and confirm the requesting Party’s SPINCO's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party SPINCO and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party SPINCO and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party SPINCO and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII PARENT and without payment of any further consideration, the other Party SPINCO will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party PARENT and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party PARENT may reasonably deem necessary or desirable in order to have the other Party SPINCO fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party SPINCO under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W PARENT Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII PARENT nor B&W SPINCO shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at (a) At the request of B&W or MII SSI, and without payment of any further consideration, the other Party will LSI Logic shall execute and deliver, and will shall cause its applicable Subsidiaries to execute and deliver, to the requesting Party SSI and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party SSI may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party SSI and its Subsidiaries and confirm the requesting Party’s SSI's and its Subsidiaries’ ' title to all of the Assets, rights and other things of value Assets contemplated to be transferred to the requesting Party SSI and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, Agreements and any documents referred to therein and any Prior Transferstherein, to put the requesting Party SSI and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party SSI and its Subsidiaries to exercise all rights with respect thereto as described or contemplated in this Agreement, the Ancillary Agreements and any documents referred to therein (including including, without limitation, 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). . (b) At the request of B&W or MII LSI Logic and without payment of any further consideration, the other Party will SSI shall execute and deliver, and will shall cause its applicable Subsidiaries to execute and deliver, to the requesting Party LSI Logic and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and to take such other action actions as the requesting Party LSI Logic may reasonably deem necessary or desirable in order to have the other Party SSI fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party SSI under this Agreement, any the Ancillary Agreement, Agreements and any document in connection herewith or the Prior Transfers referred to therein and to relieve the B&W LSI Logic Group or the MII Group, as applicable, of any Liability or obligation with respect thereto and to evidence the same to third parties. . (c) Neither MII LSI Logic nor B&W SSI shall be obligated, in connection with the foregoing, to expend money incur expenses other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of to consummate the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W either Parent or MII Enova following the Effective Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order to more effectively to transfer, convey convey, and assign to the requesting Party party and the members of its Subsidiaries Group and confirm the requesting Partyparty’s and the members of its Subsidiaries’ Group’s title to all of the Assetsassets, rights rights, and other things of value items contemplated to be transferred to the requesting Party party and the members of its Subsidiaries Group pursuant to and in connection with the Separation, this Agreement, the Ancillary other Transaction Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the requesting Party party and the members of its Subsidiaries Group to exercise all rights with respect thereto (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 obtainedobtained to the extent such consent is reasonably necessary). At the request of B&W either Parent or MII Enova following the Effective Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party the other party under this Agreement, any Ancillary Transaction Agreement, or any document in connection herewith or the Prior Transfers and to relieve the B&W Parent Group or the MII Enova Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary for the consummation of the Separation, the IPO and the other transactions contemplated hereby. Neither MII the requesting party nor B&W the other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, reasonable attorneys’ fees fees, and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Agilent and without payment of any further consideration, the other Party HP will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Agilent and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Agilent may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Agilent and its Subsidiaries and confirm the requesting Party’s Agilent's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Agilent and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Agilent and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Agilent and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII HP and without payment of any further consideration, the other Party Agilent will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party HP and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party HP may reasonably deem necessary or desirable in order to have the other Party Agilent fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Agilent under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W HP Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII HP nor B&W Agilent shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII MercFuel, and without payment of any further consideration, the other Party MAG will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party MercFuel and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party MercFuel may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to the requesting Party MercFuel and its Subsidiaries and confirm the requesting Party’s MercFuel's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value transferred pursuant to the Separation or contemplated to be transferred to the requesting Party MercFuel and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party MercFuel and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party MercFuel and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII MAG and without payment of any further consideration, the other Party MercFuel will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party MAG and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party MAG may reasonably deem necessary or desirable in order to have the other Party MercFuel fully and unconditionally assume and discharge the Liabilities liabilities assumed or contemplated to be assumed by such Party MercFuel under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W MAG Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII MAG nor B&W MercFuel shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Palm, and without payment of any further consideration, the other Party 3Com will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Palm and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Palm may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Palm and its Subsidiaries and confirm the requesting Party’s Palm's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Palm and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Palm and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Palm and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII 3Com and without payment of any further consideration, the other Party Palm will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party 3Com and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party 3Com may reasonably deem necessary or desirable in order to have the other Party Palm fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Palm under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W 3Com Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII 3Com nor B&W Palm shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Coach, and without payment of any further consideration, the other Party Xxxx Xxx will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Coach and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Coach may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to the requesting Party Coach and its Subsidiaries and confirm the requesting Party’s Coach's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Coach and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Coach and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Coach and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Xxxx Xxx and without payment of any further consideration, the other Party Coach will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Xxxx Xxx and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Xxxx Xxx may reasonably deem necessary or desirable in order to have the other Party Coach fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Coach under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Xxxx Xxx Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Xxxx Xxx nor B&W Coach shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, unless reimbursed by the other party. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W either Forest or MII Lone Pine following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order to more effectively to transfer, convey convey, and assign to the requesting Party party and the members of its Subsidiaries Group and confirm the requesting Partyparty’s and the members of its Subsidiaries’ Group’s title to all of the Assetsassets, rights rights, and other things of value items contemplated to be transferred to the requesting Party party and the members of its Subsidiaries Group pursuant to this Agreement, the Ancillary Separation Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the requesting Party party and the members of its Subsidiaries Group to exercise all rights with respect thereto (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). At the request of B&W either Forest or MII Lone Pine following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party the other party under this Agreement, any Ancillary Separation Agreement, or any document in connection herewith or the Prior Transfers and to relieve the B&W Forest Group or the MII Lone Pine Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the transactions contemplated hereby. Neither MII the requesting party nor B&W the other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees fees, and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII CESI, and without payment of any further consideration, the other Party Catalytica will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries CESI such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party CESI may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party CESI and its Subsidiaries and confirm the requesting Party’s CESI's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries CESI pursuant to this Agreement, the Ancillary Agreements, Agreements and any documents referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries CESI in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries CESI to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Catalytica and without payment of any further consideration, the other Party CESI will execute and deliver, and will cause its applicable Subsidiaries deliver to execute and deliver, to the requesting Party Catalytica and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Catalytica may reasonably deem necessary or desirable in order to have the other Party CESI fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party CESI under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Catalytica Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Catalytica nor B&W CESI shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject The parties intend to Section 2.5separate the KBR Business from the Halliburton Business hereby, at and to convey, assign or otherwise transfer to the KBR Group the assets, rights and other items relating to the KBR Business, and to convey, assign or otherwise transfer to the Halliburton Group the assets, rights and other items relating to the Halliburton Business. At the request of B&W either Halliburton or MII KBR following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party party and the members of its Subsidiaries Group and confirm the requesting Partyparty’s and the members of its Subsidiaries’ Group’s title to all of the Assetsassets, rights and other things of value items contemplated to be transferred to the requesting Party party and the members of its Subsidiaries Group pursuant to a Prior Transfer, this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the requesting Party party and the members of its Subsidiaries Group to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W either Halliburton or MII KBR following the Separation Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party the other party under a Prior Transfer, this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Halliburton Group or the MII KBR Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII the requesting party nor B&W the other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at (a) At the request of B&W or MII Life Sciences and without payment of any further consideration, the other Party SeraCare will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries Life Sciences such other instruments of transfer, conveyance, assignment, substitution and confirmation and, subject to the terms and conditions hereof and in the Assignment Agreement, take such action as the requesting Party Life Sciences may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries Life Sciences and confirm the requesting Party’s and its Subsidiaries’ Life Sciences' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party and its Subsidiaries Life Sciences pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries Life Sciences in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries Life Sciences to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII SeraCare and without payment of any further consideration, the other Party Life Sciences will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party SeraCare and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party SeraCare may reasonably deem necessary or desirable in order to have the other Party Life Sciences fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Life Sciences under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W SeraCare Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. (b) At the request of SeraCare and without further consideration, Life Sciences will execute and deliver to SeraCare such other instruments of transfer, conveyance, assignment, substitution and confirmation and, subject to the terms and conditions hereof and in the Assignment Agreement, take such action as SeraCare may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to SeraCare and confirm SeraCare's title to all of the assets, rights and other things of value contemplated to be transferred to SeraCare pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein, to put SeraCare in actual possession and operating control thereof and to permit SeraCare 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). At the request of Life Sciences and without further consideration, SeraCare will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to Life Sciences all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as Life Sciences may reasonably deem necessary or desirable in order to have SeraCare fully and unconditionally assume and discharge the liabilities contemplated to be assumed by SeraCare under this Agreement or any document in connection herewith and to relieve Life Sciences of any liability or obligation with respect thereto and evidence the same to third parties. (c) Neither MII SeraCare nor B&W Life Sciences shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-of- pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each PartyEach party, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject (a) It is the Parties intent to Section 2.5transfer any and all assets of TXU Electric and SESCO (other than the Dynegy Xxxxract), as necessary, to fully comply with the requirements of the Utilities Code. However, to the extent a Transferee should determine that one or more additional assets may be required to be transferred to complete the unbundling process required by the Utilities Code, at the request of B&W or MII a Transferee, and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party extent transferable or assignable without violating any third party agreement, TXU Electric or SESCO, as the case may be, wxxx xxecute and its Subsidiaries deliver to such Transferee, such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party such Transferee may reasonably deem necessary or desirable in order more effectively to effectuate such further transfer or transfers. (b) At the request of a Transferee, and without further consideration, TXU Electric or SESCO, as the case may be, wxxx xffectively transfer, convey and assign to the requesting Party and its Subsidiaries such Transferee and confirm the requesting Party’s and its Subsidiaries’ such Transferee's title to all of the Assetsassets, rights and other things of value contemplated to be transferred to by the requesting Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, any documents referred to therein and any Prior Transfers, applicable Separation Documents to put the requesting Party and its Subsidiaries such Transferee in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries such Transferee to exercise all rights with respect thereto (including including, without limitation, 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). . (c) At the request of B&W TXU Electric or MII and without payment of any SESCO, as the case may be, axx xxthout further consideration, the other Party a Transferee will execute and deliverdeliver (or in the case of a member of the Genco Group, and will Genco shall cause its applicable Subsidiaries such member of the Genco Group to execute and deliver) to TXU Electric or SESCO, to as the requesting Party and its Subsidiaries all instrumentscase may be, axx xxstruments, assumptions, novations, undertakings, substitutions or other documents and take such other action actions as the requesting Party such transferor may reasonably deem necessary or desirable in order to have the other Party such Transferee fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Transferee under this Agreement, any Ancillary Agreement, any document in connection herewith or the Prior Transfers applicable Separation Documents and to relieve the B&W Group or the MII Group, as applicable, such transferor of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Roxio and without payment of any further consideration, the other Party Adaptec will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Roxio and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Roxio may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Roxio and its Subsidiaries and confirm the requesting Party’s Roxio's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Roxio and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Roxio and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Roxio and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Adaptec and without payment of any further consideration, the other Party Roxio will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Adaptec and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Adaptec may reasonably deem necessary or desirable in order to have the other Party Roxio fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Roxio under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Adaptec Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Adaptec nor B&W Roxio shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII DSW, and without payment of any further consideration, the other Party Retail Ventures will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries DSW such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party DSW may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries DSW and confirm the requesting Party’s and its Subsidiaries’ DSW's title to all of the Assetsassets, rights and other things of value contemplated used in the operation of the DSW Business prior to the IPO Date or to be transferred to the requesting Party and its Subsidiaries DSW pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party and its Subsidiaries DSW in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries DSW to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII Retail Ventures and without payment of any further consideration, the other Party DSW will execute and deliver, and will cause its applicable Subsidiaries deliver to execute and deliver, to the requesting Party Retail Ventures and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Retail Ventures may reasonably deem necessary or desirable in order to have the other Party DSW fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party DSW under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Retail Ventures Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII Retail Ventures nor B&W DSW shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, unless reimbursed by the other Party. Furthermore, each Party, at the request of another Partythe other Party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Spinco and without payment of any further consideration, the other Party Company will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Spinco and its Subsidiaries such other all instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Spinco may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Spinco and its Subsidiaries and confirm the requesting Party’s Spinco's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Spinco and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Spinco and its Subsidiaries in actual possession and operating control thereof and thereof, to permit the requesting Party Spinco and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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 to complete the transactions contemplated hereby. At the request of B&W or MII Company and without payment of any further consideration, the other Party Spinco and its Subsidiaries will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Company and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Company may reasonably deem necessary or desirable in order to have the other Party Spinco and its Subsidiaries fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Spinco and its Subsidiaries under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Group Company and any of its Affiliated Companies or the MII Group, as applicable, Subsidiaries of any Liability liability or obligation with respect thereto and thereto, to evidence the same to third partiesparties and to effect completely the transactions contemplated hereby. Neither MII Company nor B&W Spinco shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at (a) At the request of B&W or MII SSI, and without payment of any further consideration, the other Party will LSI Logic shall execute and deliver, and will shall cause its applicable Subsidiaries to execute and deliver, to the requesting Party SSI and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party SSI may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party SSI and its Subsidiaries and confirm the requesting PartySSI’s and its Subsidiaries’ title to all of the Assets, rights and other things of value Assets contemplated to be transferred to the requesting Party SSI and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, Agreements and any documents referred to therein and any Prior Transferstherein, to put the requesting Party SSI and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party SSI and its Subsidiaries to exercise all rights with respect thereto as described or contemplated in this Agreement, the Ancillary Agreements and any documents referred to therein (including including, without limitation, 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). . (b) At the request of B&W or MII LSI Logic and without payment of any further consideration, the other Party will SSI shall execute and deliver, and will shall cause its applicable Subsidiaries to execute and deliver, to the requesting Party LSI Logic and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and to take such other action actions as the requesting Party LSI Logic may reasonably deem necessary or desirable in order to have the other Party SSI fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party SSI under this Agreement, any the Ancillary Agreement, Agreements and any document in connection herewith or the Prior Transfers referred to therein and to relieve the B&W LSI Logic Group or the MII Group, as applicable, of any Liability or obligation with respect thereto and to evidence the same to third parties. . (c) Neither MII LSI Logic nor B&W SSI shall be obligated, in connection with the foregoing, to expend money incur expenses other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of to consummate the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W either Parent or MII Enova following the Effective Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group such other instruments of transfer, conveyance, assignment, substitution substitution, and confirmation and take such action as the requesting Party party may reasonably deem necessary or desirable in order to more effectively to transfer, convey convey, and assign to the requesting Party party and the members of its Subsidiaries Group and confirm the requesting Partyparty’s and the members of its Subsidiaries’ Group’s title to all of the Assetsassets, rights rights, and other things of value items contemplated to be transferred to the requesting Party party and the members of its Subsidiaries Group pursuant to and in connection with the Separation, this Agreement, the Ancillary other Transaction Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party party and the members of its Subsidiaries Group in actual possession and operating control thereof and to permit the requesting Party party and the members of its Subsidiaries Group to exercise all rights with respect thereto (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 obtainedobtained to the extent such consent is reasonably necessary). At the request of B&W either Parent or MII Enova following the Effective Date, and without payment of any further consideration, the other Party party will execute and deliver, and will cause the applicable members of its applicable Subsidiaries Group to execute and deliver, to the requesting Party party and the applicable members of its Subsidiaries Group all instruments, assumptions, novations, undertakings, substitutions substitutions, or other documents and take such other action as the requesting Party party may reasonably deem necessary or desirable in order to have the other Party party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by such Party the other party under this Agreement, any Ancillary Transaction Agreement, or any document in connection herewith or the Prior Transfers and to relieve the B&W Parent Group or the MII Enova Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the Separation, the IPO and the other transactions contemplated hereby. Neither MII the requesting party nor B&W the other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees fees, and recording or similar fees. Furthermore, each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfers.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII Insession, and without payment of any further consideration, the other Party TSAI will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Insession and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Insession may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Insession and its Subsidiaries and confirm the requesting Party’s Insession's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Insession and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein and any Prior Transferstherein, to put the requesting Party Insession and its Subsidiaries in actual possession and operating control thereof of the assets relating to the Insession Business and to permit the requesting Party Insession and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W or MII TSAI and without payment of any further consideration, the other Party Insession will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party TSAI and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party TSAI may reasonably deem necessary or desirable in order to have the other Party Insession fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Insession under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W TSAI Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII TSAI nor B&W Insession shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Party, at the request of another the other Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfersthis Agreement.

Further Instruments. Subject to Section 2.5(a) Each of Pharmacopeia and PDD, in their respective capacities as a Transferring Party, at the request of B&W or MII the Receiving Party and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Receiving Party and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Receiving Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Receiving Party and its Subsidiaries and confirm the requesting Receiving Party’s 's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred or allocated to the requesting Receiving Party and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, or any documents referred to therein and any Prior Transfersherein or therein, to put the requesting Receiving Party and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Receiving Party and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At . (b) Each of Pharmacopeia and PDD, in their respective capacities as a Receiving Party, at the request of B&W or MII the Transferring Party and without payment of any further consideration, the other Party will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Transferring Party and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Transferring Party may reasonably deem necessary or desirable in order to have the other Receiving Party fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such or allocated to the Receiving Party under this Agreement, any the Ancillary AgreementAgreements, or any document in connection herewith or the Prior Transfers therewith, and to relieve the B&W Group or of the MII Group, as applicable, Transferring Party of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII nor B&W shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees. Furthermore, each of the Transferring Party and the Receiving Party, at the request of another Partyparty hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.

Further Instruments. Subject to Section 2.5, at At the request of B&W or MII NPT, and without payment of any further consideration, the other Party STI, STC and SBV will execute and deliver, and will cause its their respective applicable Subsidiaries Affiliates to execute and deliver, to the requesting Party NPT and its applicable Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party NPT may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party NPT and its Subsidiaries and confirm the requesting Party’s NPT's and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party NPT and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, Agreements and any documents referred to therein and any Prior Transferstherein, to put the requesting Party NPT and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party NPT and its Subsidiaries to exercise all rights with respect thereto (including including, without limitation, 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). At the request of B&W STI, STC or MII SBV and without payment of any further consideration, the other Party NPT will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Schlumberger and its Subsidiaries applicable Affiliates all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party STI or SBV may reasonably deem necessary or desirable in order to have the other Party NPT fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party NPT under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the B&W Schlumberger Group or the MII Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither MII STI, STC, SBV nor B&W NPT shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees. Furthermore, each Partyparty, at the request of another Partythe other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby or by the Prior Transfershereby.