Common use of Further Instruments Clause in Contracts

Further Instruments. Subject to Section 2.4, at the request of SpinCo or 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 to the transfer thereof shall not have previously been obtained). At the request of SpinCo or 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 SpinCo Group or the RemainCo Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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 2.4, at At the request of SpinCo Fiesta Restaurant Group or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo Fiesta Restaurant Group or RemainCo 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 SpinCo Fiesta Group or the RemainCo CRG Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo CRG or Carrols nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Cadence Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo the Cadence Parties nor SpinCo 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 2.42.5, at the request of SpinCo B&W or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo B&W or RemainCo 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 SpinCo B&W Group or the RemainCo MII Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo MII nor SpinCo 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 2.4(a) Each of Merck and Medco, in their respective capacities as a Transferring Party, at the request of SpinCo or RemainCo 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 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 SpinCo or RemainCo 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 SpinCo Group or of the RemainCo Group, as applicable, Transferring Party of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Southern Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Southern nor SpinCo 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 2.4, at At the request of SpinCo any of TODCO, Transocean Holdings or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo any of TODCO, Transocean Holdings or RemainCo 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 SpinCo TODCO Group or the RemainCo Transocean Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Transocean, Transocean Holdings nor SpinCo 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 2.4, at At the request of SpinCo Seahawk or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo Seahawk or RemainCo 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 SpinCo Seahawk Group or the RemainCo Pride Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Pride nor SpinCo 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 2.42.5, at the request of SpinCo SSE or RemainCo 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 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 SpinCo SSE or RemainCo 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 SpinCo SSE Group or the RemainCo CHK Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo CHK nor SpinCo 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 2.4Eatox'x xxxroval in its reasonable judgment, at the request of SpinCo or RemainCo and without payment of any further consideration, the other Party Eaton will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Axcelis Technologies and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Axcelis Technologies may reasonably deem necessary or desirable request in order more effectively to transfer, convey and assign to the requesting Party Axcelis Technologies and its Subsidiaries and confirm the requesting Party’s Axcelis Technologies' and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Axcelis Technologies and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein herein and any Prior Transferstherein, to put the requesting Party Axcelis Technologies and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Axcelis Technologies 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo Eaton and without payment of any further consideration, the other Party Axcelis Technologies will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Eaton and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party Eaton may reasonably deem necessary or desirable in order to have the other Party Axcelis Technologies Group fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party the Axcelis Technologies Group under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the SpinCo Group or the RemainCo Group, as applicable, Eatox Xxxup of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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 2.4, at At the request of SpinCo or RemainCo 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 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 SpinCo or RemainCo 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 SpinCo Group or the RemainCo Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo neither Retail Ventures nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo ALLETE Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo ALLETE nor SpinCo 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 to Section 2.4, at At the request of SpinCo or RemainCo 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 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 SpinCo or RemainCo 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 SpinCo Group or the RemainCo 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 RemainCo Except as hereinabove provided, neither Compuware nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Millipore Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Millipore nor SpinCo 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 2.4, at At the request either of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Cadence Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo the Cadence Parties nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Adaptec Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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.third

Further Instruments. Subject to Section 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Cadence Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Cadence nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo HP Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo HP nor SpinCo 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 Participant hereby agrees to Section 2.4execute such further instruments, at the request of SpinCo or RemainCo 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 SpinCo or 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 SpinCo Group or the RemainCo Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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 exercise of the transactions contemplated hereby or by the Prior TransfersOption.

Further Instruments. Subject to Section 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo 3Com Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo 3Com nor SpinCo 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 In addition to Section 2.4the 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 SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Group or the RemainCo 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 RemainCo nor SpinCo 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 2.4(a) Each of Pharmacopeia and PDD, in their respective capacities as a Transferring Party, at the request of SpinCo or RemainCo 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 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 SpinCo or RemainCo 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 SpinCo Group or of the RemainCo Group, as applicable, Transferring Party of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Palm Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Palm nor SpinCo 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 2.4, at At the request of SpinCo Semiconductor I or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Group C-Cube or the RemainCo Group, as applicable, any of its Subsidiaries of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor SpinCo 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 2.4, at (a) At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). . (b) At the request of SpinCo or RemainCo 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 SpinCo LSI Logic Group or the RemainCo Group, as applicable, of any Liability or obligation with respect thereto and to evidence the same to third parties. . (c) Neither RemainCo LSI Logic nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo 3Com Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo 3Com nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo MAG Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo MAG nor SpinCo 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 2.4, at the request of SpinCo or RemainCo 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 third party to the transfer thereof shall has not have previously yet been obtained). At the request of SpinCo or RemainCo 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 SpinCo Group or the RemainCo Group, as applicable, Seller and its affiliates of any Seller Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Seller nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo Resources and without payment of any further consideration, the other Party REI will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party Resources and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Resources may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party Resources and its Subsidiaries and confirm the requesting Party’s Resources' and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Resources 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 Resources and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Resources 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo REI and without payment of any further consideration, the other Party Resources will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party REI and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party REI may reasonably deem necessary or desirable in order to have the other Party Resources fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Resources under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the SpinCo REI Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo REI nor SpinCo Resources 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Xxxx Xxx Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Xxxx Xxx nor SpinCo 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 2.4, at (a) At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo SeraCare Group or the RemainCo 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 RemainCo SeraCare nor SpinCo 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 to Section 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo HP Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo HP nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Retail Ventures Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Retail Ventures nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo TSAI Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo TSAI nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained)) and to complete the transactions contemplated hereby. At the request of SpinCo or RemainCo 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 SpinCo Group Company and any of its Affiliated Companies or the RemainCo 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 RemainCo Company nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo Optical Access, 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 Optical Access and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party Optical Access may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to the requesting Party Optical Access and its Subsidiaries and confirm the requesting Party’s Optical Access' and its Subsidiaries’ ' title to all of the Assetsassets, rights and other things of value contemplated to be transferred to the requesting Party Optical Access 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 Optical Access and its Subsidiaries in actual possession and operating control thereof and to permit the requesting Party Optical Access 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo MRV and without payment of any further consideration, the other Party Optical Access 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 Optical Access fully and unconditionally assume and discharge the Liabilities liabilities contemplated to be assumed by such Party Optical Access under this Agreement, any Ancillary Agreement, Agreement or any document in connection herewith or the Prior Transfers and to relieve the SpinCo MRV Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo MRV nor SpinCo Optical Access 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 2.4, at At the request of SpinCo or RemainCo CMC and without payment of any further consideration, the other Party UOL will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries CMC such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as the requesting Party CMC may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the requesting Party and its Subsidiaries CMC and confirm the requesting Party’s and its Subsidiaries’ CMC's title to all of the Assetsany assets, rights and other things of value contemplated used in the operation of the CMC Business on or prior to the IPO Closing Date and to be transferred or licensed to the requesting Party and its Subsidiaries CMC 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 CMC in actual possession and operating control thereof and to permit the requesting Party and its Subsidiaries CMC 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 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 CMC Balance Sheet (other than all assets, rights and other things of value used in the operation of the CMC Business on or prior to the IPO Closing Date that (i) were acquired after the date of the CMC Balance Sheet and that would be reflected in a CMC 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 CMC Balance Sheet was prepared or (ii) should have been reflected in the CMC Balance Sheet but are not reflected in the CMC Balance Sheet due to mistake or unintentional omission, which assets, rights and other things of value will be transferred, conveyed and assigned to CMC, at no charge to CMC, in accordance with the preceding sentence) shall only be transferred against payment by CMC to UOL or its applicable Subsidiary of an amount equal to the book value thereof. Except as otherwise required by the Inter-Company Agreements, UOL shall not be under any obligation to transfer any assets, rights or other things of value used in the operation of the CMC Business and not on the CMC Balance Sheet that are also used in the operation of the UOL Business; provided that the respective rights of the Parties with respect to any assets, rights or things of value that are addressed by the Inter-Company Agreements shall be as set forth in the Inter-Company Agreements. At the request of SpinCo or RemainCo UOL and without payment of any further consideration, the other Party CMC will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to the requesting Party and its Subsidiaries all UOL such instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as the requesting Party UOL may reasonably deem necessary or desirable in order to have the other Party CMC fully and unconditionally assume and discharge the Liabilities contemplated to CMC Liabilities. Nothing in this Section 3.3 shall be assumed by such Party deemed a conveyance or transfer of intellectual property rights, and no license under this Agreementany UOL patent or other intellectual property right is granted or conveyed hereby. Except as hereinabove provided, any Ancillary Agreement, any document in connection herewith or the Prior Transfers and to relieve the SpinCo Group or the RemainCo Group, as applicable, of any Liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo neither UOL nor SpinCo CMC 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo STI, STC or RemainCo 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 SpinCo Schlumberger Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo STI, STC, SBV nor SpinCo 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.

Further Instruments. Subject to Section 2.4(a) Each of Pharmacopeia and PDD, in their respective capacities as a Transferring Party, at the request of SpinCo or RemainCo 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 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 SpinCo or RemainCo 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 SpinCo Group or of the RemainCo Group, as applicable, Transferring Party of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Adaptec Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Adaptec nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Catalytica Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo nor 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 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo PARENT Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo PARENT nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo MRV Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo MRV nor SpinCo 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 2.4, at At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). At the request of SpinCo or RemainCo 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 SpinCo Catalytica Group or the RemainCo Group, as applicable, of any Liability liability or obligation with respect thereto and evidence the same to third parties. Neither RemainCo Catalytica nor SpinCo 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 to Section 2.4, at (a) At the request of SpinCo or RemainCo 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 third party to the transfer thereof shall not have previously been obtained). . (b) At the request of SpinCo or RemainCo 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 SpinCo LSI Logic Group or the RemainCo Group, as applicable, of any Liability or obligation with respect thereto and to evidence the same to third parties. . (c) Neither RemainCo LSI Logic nor SpinCo 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.