Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. (a) To the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement requires any Governmental Approval or Consent, the parties will use their reasonable best efforts to obtain such Governmental Approval or Consent. (b) To the extent that any transfer or assignment of Assets or assumption of Liabilities contemplated by this Agreement or any Transaction Agreement is not consummated prior to the Effective Time, the parties will use their reasonable best efforts to effect such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Asset is transferred or such Liability is assumed (i) the party retaining such Asset will thereafter hold such Asset for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the party retaining such Asset or Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and take such other actions as may be reasonably requested by the party entitled to such Asset or by the party intended to assume such Liability in order to place such party, insofar as reasonably practicable, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and control over such Asset or Liability, are to inure from and after the Effective Time to the member or members of the MII Group or the MVWC Group entitled to such Asset or intended to assume such Liability. In furtherance of the foregoing, the parties agree that, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreement. (c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) are obtained or satisfied, the transfer or assumption of the applicable Asset or Liability will be effected in accordance with and subject to the terms of this Agreement or the applicable Transaction Agreement. (d) The party retaining any Asset or Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Liability pursuant to Section 2.2(b) or otherwise will not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced or agreed to be reimbursed by the party entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditure. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement Separation requires any Governmental Approval Approvals or ConsentConsents, the parties will use their commercially reasonable best efforts to obtain any such Governmental Approval or ConsentApprovals and Consents. (b) To If and to the extent that the valid, complete and perfected transfer or assignment to the MJN Group of any MJN Assets would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the IPO, then, unless BMS shall otherwise mutually determine, the transfer or assignment to the MJN Group of such MJN Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and such Consents or Governmental Approvals have been obtained and the failure to so transfer or assign any such MJN Assets shall not be a breach of the obligations of BMS pursuant to Section 2.01 hereof. Notwithstanding the foregoing, such Asset shall be deemed an MJN Asset for purposes of determining whether any Liability is an MJN Liability. (c) If the transfer or assignment of any MJN Assets intended to be transferred or assumption of Liabilities contemplated by this Agreement or any Transaction Agreement assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated prior on the Separation Date, whether as a result of the provisions of Section 2.10(b) or for any other reason, then, to the Effective Timeextent permitted by applicable law and subject to compliance with Section 2.12(b) by the Person to whom the MJN Asset was to be transferred, the parties will use their reasonable best efforts to effect such transfers as promptly following Person in the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Asset is transferred or such Liability is assumed (i) the party BMS Group retaining such Asset will shall thereafter hold such Asset for the use and benefit insofar as reasonably possible, of the party Person entitled thereto (at the expense of the party Person entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability). In addition, the party Person in the BMS Group retaining such MJN Asset or Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled Person to whom such MJN Asset or by the party intended is to assume such Liability be transferred in order to place such partyPerson, insofar as reasonably practicablepossible, in the same position as if such MJN Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or LiabilityMJN Asset, including possession, use, risk of loss, potential for gaingain and dominion, control and control command over such Asset or LiabilityAssets, are to inure from and after the Effective Time Separation Date to the member or members of the MII Group or the MVWC Group entitled to such Asset or intended to assume such LiabilityMJN Group. In furtherance of Notwithstanding the foregoing, if following a request from BMS, MJN fails to discharge any due and outstanding MJN Liability related to an MJN Asset being held by a Person in the parties agree thatBMS Group, as of the Effective Time, each party or otherwise fails to reasonably assure BMS that such MJN Liability will be deemed promptly discharged, then such Person in the BMS Group, in addition to have acquired beneficial ownership over all of the Assets, together with all any other rights and privileges incident theretoremedies BMS may have hereunder, shall no longer be required to hold such MJN Asset for the benefit of MJN and, subject to Section 2.10(d), may retain such MJN Asset for its own use and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreementbenefit. (cd) If and when the Consents, Consents and Governmental Approvals and/or conditionsApprovals, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any MJN Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) 2.10(b), are obtained or satisfiedobtained, the transfer or assumption of the applicable MJN Asset or Liability will shall be effected in accordance with and subject to the terms of this Agreement or the applicable Transaction Agreement; provided, however, that MJN has satisfied its obligations pursuant to Section 2.12(b). (de) The party Person in the BMS Group retaining any an MJN Asset or Liability due to the deferral of the transfer of such MJN Asset or the deferral of the assumption of such Liability pursuant to Section 2.2(b) or otherwise will shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the MJN Asset, other than non-material out-of-pocket administrative expenses, attorneys’ fees and recording or agreed similar fees reasonably necessary to protect the value of an MJN Asset and where, due to time sensitivity, it is not practicable to first seek advancement of such funds. Such amounts shall be promptly reimbursed by MJN or the party Person in the MJN Group entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditureMJN Asset. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To Each of Parent and the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement requires any Governmental Approval or Consent, the parties will Company shall use their reasonable best efforts to obtain such the Governmental Approval or ConsentApprovals and Consents as set forth on Schedule 2.9(a) required to assign, transfer, convey and deliver the Company Assets to the Company and the Excluded Assets to Parent. (b) To If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the Company Group of any Company Assets (or from the Company Group of any Excluded Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation or the Distribution, then, unless Parent shall otherwise determine, the transfer or assignment to or from the Company Group, as the case may be, of such Company Assets or Excluded Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall remain pending until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall be deemed a Company Asset for purposes of determining whether any Liability is a Company Liability. (c) If the transfer or assignment of any Assets intended to be transferred or assumption of Liabilities contemplated by this Agreement or any Transaction Agreement assigned hereunder is not consummated prior to or at the Effective TimeDistribution Date, whether as a result of the parties will use their reasonable best efforts to effect such transfers as promptly following provisions of Section 2.9(b) or for any other reason, then the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Asset is transferred or such Liability is assumed (i) the party Person retaining such Asset will shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the party Person entitled thereto (at the expense of the party Person entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability). In addition, the party Person retaining such Asset or Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled Person to whom such Asset or by the party intended is to assume such Liability be transferred in order to place such partyPerson, insofar as reasonably practicablepossible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset Company Assets or Liabilitysuch Excluded Assets, as the case may be, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or LiabilityAssets, are to inure from and after the Effective Time Distribution Date to the member or members of the MII Company Group or the MVWC Group entitled to such Asset or intended to assume such Liability. In furtherance of the foregoing, the parties agree thatParent Group, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreementcase may be. (cd) If and when the Consents, Consents and/or Governmental Approvals and/or conditionsApprovals, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) 2.9(b), are obtained or satisfiedobtained, the transfer or assumption of the applicable Asset or Liability will shall be effected in accordance with and subject to the terms of this Agreement or and/or the applicable Transaction Ancillary Agreement. (de) The party Person retaining any an Asset or Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Liability pursuant to Section 2.2(b2.9(b) or otherwise will otherwise, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys' fees and recording or agreed to similar fees, all of which shall be promptly reimbursed by the party Person entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditureAsset. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement Contribution requires any Governmental Approval Approvals or ConsentConsents, the parties will use their reasonable best efforts to obtain any such Governmental Approval or ConsentApprovals and Consents. (b) To If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the Avaya Group of any Avaya Assets (or from the Avaya Group of any Non-Avaya Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Contribution or the Distribution, then, unless Lucent shall otherwise determine, the transfer or assignment to or from the Avaya Group, as the case may be, of such Avaya Assets or Non-Avaya Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall be deemed an Avaya Asset for purposes of determining whether any Liability is an Avaya Liability. (c) If the transfer or assignment of any Assets intended to be transferred or assumption of Liabilities contemplated by this Agreement or any Transaction Agreement assigned hereunder including pursuant to the Non-U.S. Plan, is not consummated prior to or at the Effective TimeDistribution Date, whether as a result of the parties will use their reasonable best efforts to effect such transfers as promptly following provisions of Section 2.11(b) or for any other reason, then the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Asset is transferred or such Liability is assumed (i) the party Person retaining such Asset will shall thereafter hold such Asset for the use and benefit insofar as reasonably possible, of the party Person entitled thereto (at the expense of the party Person entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability). In addition, the party Person retaining such Asset or Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled Person to whom such Asset or by the party intended is to assume such Liability be transferred in order to place such partyPerson, insofar as reasonably practicablepossible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset Avaya Assets (or Liabilitysuch Non-Avaya Assets, as the case may be), including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or LiabilityAssets, are to inure from and after the Effective Time Distribution Date to the member or members of the MII Avaya Group (or the MVWC Group entitled to such Asset or intended to assume such Liability. In furtherance of the foregoing, the parties agree thatLucent Group, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreementcase may be). (cd) If and when the Consents, Consents and/or Governmental Approvals and/or conditionsApprovals, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) 2.11(b), are obtained or satisfiedobtained, the transfer or assumption of the applicable Asset or Liability will shall be effected in accordance with and subject to the terms of this Agreement or and/or the applicable Transaction Ancillary Agreement. (de) The party Person retaining any an Asset or Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Liability pursuant to Section 2.2(b) or otherwise will shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys' fees and recording or agreed to similar fees, all of which shall be promptly reimbursed by the party Person entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditureAsset. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To Each of Parent and the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement requires any Governmental Approval or Consent, the parties will Company shall use their reasonable best efforts to obtain such the Governmental Approval or ConsentApprovals and Consents as set forth on SCHEDULE 2.9(A) required to assign, transfer, convey and deliver the Company Assets to the Company and the Excluded Assets to Parent. (b) To If and to the extent that the valid, complete and perfected transfer or assignment (or novation of any federal government contract) to the Company Group of any Company Assets (or from the Company Group of any Excluded Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation, the IPO or the Distribution, then, unless Parent shall otherwise determine, the transfer or assignment to or from the Company Group, as the case may be, of such Company Assets or Excluded Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall remain pending until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall be deemed a Company Asset for purposes of determining whether any Liability is a Company Liability. (c) If the transfer or assignment of any Assets intended to be transferred or assumption of Liabilities contemplated by this Agreement or any Transaction Agreement assigned hereunder, is not consummated prior to or at the Effective TimeOfferings Closing Date, whether as a result of the parties will use their reasonable best efforts to effect such transfers as promptly following provisions of Section 2.9(b) or for any other reason, then the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Asset is transferred or such Liability is assumed (i) the party Person retaining such Asset will shall thereafter hold such Asset for the use and benefit benefit, insofar as reasonably possible, of the party Person entitled thereto (at the expense of the party Person entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability). In addition, the party Person retaining such Asset or Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled Person to whom such Asset or by the party intended is to assume such Liability be transferred in order to place such partyPerson, insofar as reasonably practicablepossible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset Company Assets (or Liabilitysuch Excluded Assets, as the case may be), including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or LiabilityAssets, are to inure from and after the Effective Time Offerings Closing Date to the member or members of the MII Company Group (or the MVWC Group entitled to such Asset or intended to assume such Liability. In furtherance of the foregoing, the parties agree thatParent Group, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreementcase may be). (cd) If and when the Consents, Consents and/or Governmental Approvals and/or conditionsApprovals, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) 2.9(b), are obtained or satisfiedobtained, the transfer or assumption of the applicable Asset or Liability will shall be effected in accordance with and subject to the terms of this Agreement or and/or the applicable Transaction Ancillary Agreement. (de) The party Person retaining any an Asset or Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Liability pursuant to Section 2.2(b) or otherwise will shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced or agreed to be reimbursed by the party entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditure. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.necessary

Governmental Approvals and Consents. (a) To If the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement requires any Governmental Approval or Consenttransfer, the parties will use their reasonable best efforts to obtain such Governmental Approval or Consent. (b) To the extent that any transfer or assignment of Assets or assumption of Liabilities contemplated by this Agreement any Delayed Transfer Asset or any Transaction Agreement Delayed Transfer Liability intended to be transferred, assigned or assumed hereunder is not consummated prior to or at the Effective TimeDistribution Date, whether as a result of the parties will use their reasonable best efforts to effect provisions of Section 2.01(c) or for any other reason, then the TWDC Entity retaining such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Delayed Transfer Asset is transferred or such Delayed Transfer Liability is assumed (i) the party retaining such Asset will shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably practicable, of the party entitled thereto Spinco (at the expense of the party entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such LiabilitySpinco). In addition, the party such TWDC Entity retaining such Delayed Transfer Asset or such Delayed Transfer Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled to such Asset or by the party intended to assume such Liability in order to place such partySpinco, insofar as reasonably practicable, in the same position as if such Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or LiabilityAsset, are to inure inure, from and after the Effective Time Distribution Date, to the member Spinco Entities. To the extent permitted by Law and to the extent otherwise permissible in light of any Legal Impediment or members required Consent and/or Governmental Approval, Spinco shall be entitled to, and shall be responsible for, the management and the benefits and burdens of the MII Group or the MVWC Group entitled to such any Delayed Transfer Asset or intended any Delayed Transfer Liability not yet transferred to assume such Liability. In furtherance of the foregoing, the parties agree that, or assumed by it as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms a result of this Agreement or Section 2.03(a) and the applicable Transaction AgreementParties agree to use their respective reasonable efforts to cooperate and coordinate with respect thereto. (cb) If and when the Consents, Legal Impediments and the Consents and/or Governmental Approvals and/or conditions, (the failure to remove or the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) are obtained or satisfied, the transfer or assumption of any Business Asset or Business Liability pursuant to Section 2.01(c)) are removed or obtained, as the case may be, the transfer and assumption of the applicable Business Asset or Business Liability will shall be promptly effected in accordance with and subject to the terms of this Agreement or and/or the other applicable Transaction AgreementAgreements, without the payment of additional consideration. (d) The party retaining any Asset or Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Liability pursuant to Section 2.2(b) or otherwise will not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced or agreed to be reimbursed by the party entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditure. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To Subject to Section 6.07(c) of the extent that any Transaction Agreement, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, on the Closing Date, the transactions contemplated by this Agreement and the other Transaction Documents, including (i) the obtaining of all necessary actions or any Transaction Agreement requires non-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Approval Entity, (ii) the obtaining of all necessary consents, approvals or Consentwaivers from third parties, (iii) the parties will use their reasonable best efforts defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement including seeking to obtain such have any stay or temporary restraining order entered by any court or other Governmental Approval Entity vacated or Consentreversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) To If the extent that any transfer or transfer, assignment of Assets or assumption of Liabilities contemplated by this Agreement any Delayed Transfer Asset or any Transaction Agreement Delayed Transfer Liability intended to be transferred, assigned or assumed hereunder is not consummated prior to or at the Effective Time, the parties will use their reasonable best efforts to effect Closing Date then Weyerhaeuser Canada if it retains such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Delayed Transfer Asset is transferred or such Delayed Transfer Liability is assumed (i) the party retaining or Weyerhaeuser Saskatchewan if it retains such Delayed Transfer Asset will or Delayed Transfer Liability shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably practicable, of the party entitled thereto Exchangeco Subsidiary (at the expense of the party entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such LiabilityExchangeco Subsidiary). In addition, the party retaining Weyerhaeuser Canada if it retains such Delayed Transfer Asset or such Delayed Transfer Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat or Weyerhaeuser Saskatchewan if it retains such Delayed Transfer Asset or Delayed Transfer Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled to such Asset or by the party intended to assume such Liability in order to place such partyExchangeco Subsidiary, insofar as reasonably practicable, in the same position as if such Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liabilityasset, are to inure from and after the Effective Time Closing Date to Exchangeco Subsidiary. To the extent permitted by law and to the member extent otherwise permissible in light of any Legal Impediment or members required Consent and/or Governmental Approval, Exchangeco Subsidiary shall be entitled to, and shall be responsible for, the management and the benefits and burdens of the MII Group or the MVWC Group entitled to such any Delayed Transfer Asset or intended any Delayed Transfer Liability not yet transferred to assume such Liability. In furtherance or assumed by it as a result of the foregoing, this Section 2.04(b) and the parties hereto agree that, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together use reasonable best efforts to cooperate and coordinate with all rights and privileges incident respect thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreement. (c) If and when the Consents, Legal Impediments and the Consents and/or Governmental Approvals and/or conditionsApprovals, the failure to remove or the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) are obtained or satisfied, the transfer or assumption of any Exchangeco Subsidiary Asset or Exchangeco Subsidiary Liability pursuant to Section 2.03, are removed or obtained, as the case may be, the transfer and assumption of the applicable Exchangeco Subsidiary Asset or Exchangeco Subsidiary Liability will shall be promptly effected in accordance with and subject to the terms of this Agreement or without the applicable Transaction Agreementpayment of additional consideration. After the Closing Date, subject to Section 2.04(d), Weyerhaeuser Canada and Weyerhaeuser Saskatchewan shall use reasonable best efforts to remove such Legal Impediments and obtain such Consents and/or Governmental Approvals as promptly as practicable. (d) The party retaining any Weyerhaeuser Canada if it retains a Delayed Transfer Asset or Delayed Transfer Liability or Weyerhaeuser Saskatchewan if it retains such Delayed Transfer Asset or Delayed Transfer Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Exchangeco Subsidiary Asset or Exchangeco Subsidiary Liability pursuant to Section 2.2(b) 2.03 shall not be obligated, in connection with this Section 2.04, to expend any money unless the necessary funds are advanced by Exchangeco Subsidiary, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or otherwise will similar fees, all of which shall be promptly reimbursed by Exchangeco Subsidiary. Exchangeco Subsidiary holding a Canadian Excluded Asset or a Canadian Retained Liability improperly transferred to or assumed by Exchangeco Subsidiary shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Weyerhaeuser Canada or agreed to Weyerhaeuser Saskatchewan as applicable, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the party entitled to such Asset Weyerhaeuser Canada or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditureWeyerhaeuser Saskatchewan as applicable. (e) The parties agree If consent to treatassign the Bowater Agreement is needed but has not been obtained, for all tax purposesthe Bowater Agreement shall be a Delayed Transfer Asset in accordance with this Section 2.04. In such event, Weyerhaeuser Canada shall pursue, upon written request of Exchangeco Subsidiary and subject to Sections 2.04(b) and 2.04(d), any Asset claims for indemnification or Liability reimbursement with respect to any liabilities and obligations for which the Bowater Agreement provides that is not transferred prior Weyerhaeuser and/or Weyerhaeuser Canada has an indemnification or reimbursement claim. To the extent Exchangeco Subsidiary makes any payment with respect to any liability of Weyerhaeuser or Weyerhaeuser Canada for which Weyerhaeuser or Weyerhaeuser Canada would be entitled to indemnification or reimbursement under the Bowater Agreement, Exchangeco Subsidiary shall be subrogated to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required maximum extent permitted by applicable Law (in which caseto all rights of Weyerhaeuser and Weyerhaeuser Canada to indemnification and reimbursement under the Bowater Agreement with respect to such liability, and Weyerhaeuser or Weyerhaeuser Canada shall promptly pay to Exchangeco Subsidiary the transferee Group will indemnify proceeds received by Weyerhaeuser or Weyerhaeuser Canada from any claims for indemnification or reimbursement under the transferring Group for Bowater Agreement. The foregoing shall not apply to any Taxes attributable liabilities and obligations with respect to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transferBowater Claim, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of which is expressly excluded from this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes2.04.

Governmental Approvals and Consents. (a) To If the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement requires any Governmental Approval or Consenttransfer, the parties will use their reasonable best efforts to obtain such Governmental Approval or Consent. (b) To the extent that any transfer or assignment of Assets or assumption of Liabilities contemplated by this Agreement any Delayed Transfer Asset or any Transaction Agreement Delayed Transfer Liability intended to be transferred, assigned or assumed hereunder is not consummated prior to or at the Effective TimeDistribution Date, whether as a result of the parties will use their reasonable best efforts to effect provisions of Section 2.02(c) or for any other reason, then the member of the Heinz Group retaining such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Delayed Transfer Asset is transferred or such Delayed Transfer Liability is assumed (i) the party retaining such Asset will shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably practicable, of the party entitled thereto Spinco (at the expense of the party entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such LiabilitySpinco). In addition, the party member of the Heinz Group retaining such Delayed Transfer Asset or such Delayed Transfer Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled to such Asset or by the party intended to assume such Liability in order to place such partySpinco, insofar as reasonably practicable, in the same position as if such Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or LiabilityAsset, are to inure from from, and after the Effective Time Distribution Date to, Spinco. To the extent permitted by law and to the member extent otherwise permissible in light of any Legal Impediment or members required Consent and/or Governmental Approval, Spinco shall be entitled to, and shall be responsible for, the management and the benefits and burdens of the MII Group or the MVWC Group entitled to such any Delayed Transfer Asset or intended any Delayed Transfer Liability not yet transferred to assume such Liability. In furtherance or assumed by it as a result of Section 2.02(c) and the foregoing, the parties Parties agree that, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together use reasonable best efforts to cooperate and coordinate with all rights and privileges incident respect thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreement. (cb) If and when the Consents, Legal Impediments and the Consents and/or Governmental Approvals and/or conditionsApprovals, the failure to remove or the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) are obtained or satisfied, the transfer or assumption of any Spinco Asset or Spinco Liability pursuant to Section 2.02(c), are removed or obtained, as the case may be, the transfer and assumption of the applicable Spinco Asset or Spinco Liability will shall be promptly effected in accordance with and subject to the terms of this Agreement or and/or the other applicable Transaction Agreement, without the payment of additional consideration. (dc) The party member of the Heinz Group retaining any a Spinco Asset or Spinco Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Spinco Asset or Spinco Liability pursuant to Section 2.2(b2.02(c) or otherwise will shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Spinco, other than reasonable out-of-pocket expenses, attorneys' fees and recording or agreed to similar fees, all of which shall be promptly reimbursed by Spinco. Any member of the party entitled to such Spinco Group holding a Heinz Asset or Heinz Liability improperly transferred to or assumed by the party intended Spinco Group shall not be obligated, in connection with the foregoing, to assume such Liability. The party retaining such Asset expend any money unless the necessary funds are advanced by Heinz, other than reasonable out-of-pocket expenses, attorneys' fees and recording or Liability will similar fees, all of which shall be promptly reimbursed by Heinz. (d) Notwithstanding anything to the contrary herein, Heinz and Spinco agree, and agree to cause their respective Subsidiaries, to use its their reasonable best efforts to notify obtain, before the party entitled to such Asset or intended to assume such Liability of the need for such expenditure. (e) The parties agree to treat, for all tax purposesDistribution Date, any Asset Consent or Liability that is not transferred prior to Governmental Approval required in connection with the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, Contribution and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII)Distribution. (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To Subject to Section 6.07(c) of the extent that any Transaction Agreement, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, on the Contribution Date or the Distribution Date, as applicable, the transactions contemplated by this Agreement and the other Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement requires any Governmental Approval or Consent, and the parties will use their reasonable best efforts to obtain such Governmental Approval or ConsentAncillary Agreements. (b) To If the extent that any transfer or transfer, assignment of Assets or assumption of Liabilities contemplated by this Agreement any Delayed Transfer Asset or any Transaction Agreement Delayed Transfer Liability intended to be transferred, assigned or assumed hereunder is not consummated prior to or at the Effective Time, Contribution Date then the parties will use their reasonable best efforts to effect member of the Weyerhaeuser Group retaining such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Delayed Transfer Asset is transferred or such Delayed Transfer Liability is assumed (i) the party retaining such Asset will shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably practicable, of the party entitled thereto Newco (at the expense of the party entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such LiabilityNewco). In addition, the party member of the Weyerhaeuser Group retaining such Delayed Transfer Asset or such Delayed Transfer Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled to such Asset or by the party intended to assume such Liability in order to place such partyNewco, insofar as reasonably practicable, in the same position as if such Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liabilityasset, are to inure from and after the Effective Time Contribution Date to Newco. To the extent permitted by law and to the member extent otherwise permissible in light of any Legal Impediment or members required Consent and/or Governmental Approval, Newco shall be entitled to, and shall be responsible for, the management and the benefits and burdens of the MII Group or the MVWC Group entitled to such any Delayed Transfer Asset or intended any Delayed Transfer Liability not yet transferred to assume such Liability. In furtherance or assumed by it as a result of the foregoing, this Section 2.09(b) and the parties hereto agree that, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreement. (c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) are obtained or satisfied, the transfer or assumption of the applicable Asset or Liability will be effected in accordance with and subject to the terms of this Agreement or the applicable Transaction Agreement. (d) The party retaining any Asset or Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Liability pursuant to Section 2.2(b) or otherwise will not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced or agreed to be reimbursed by the party entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditurecooperate and coordinate with respect thereto. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.

Governmental Approvals and Consents. (a) To Subject to Section 6.07(c) of the extent that any Transaction Agreement, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, on the Contribution Date or the Distribution Date, as applicable, the transactions contemplated by this Agreement and the other Transaction Documents, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement requires any Governmental Approval or Consent, and the parties will use their reasonable best efforts to obtain such Governmental Approval or ConsentAncillary Agreements. (b) To If the extent that any transfer or transfer, assignment of Assets or assumption of Liabilities contemplated by this Agreement any Delayed Transfer Asset or any Transaction Agreement Delayed Transfer Liability intended to be transferred, assigned or assumed hereunder is not consummated prior to or at the Effective Time, Contribution Date then the parties will use their reasonable best efforts to effect member of the Weyerhaeuser Group retaining such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Delayed Transfer Asset is transferred or such Delayed Transfer Liability is assumed (i) the party retaining such Asset will shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably practicable, of the party entitled thereto Newco (at the expense of the party entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such LiabilityNewco). In addition, the party member of the Weyerhaeuser Group retaining such Delayed Transfer Asset or such Delayed Transfer Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled to such Asset or by the party intended to assume such Liability in order to place such partyNewco, insofar as reasonably practicable, in the same position as if such Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liabilityasset, are to inure from and after the Effective Time Contribution Date to Newco. To the extent permitted by law and to the member extent otherwise permissible in light of any Legal Impediment or members required Consent and/or Governmental Approval, Newco shall be entitled to, and shall be responsible for, the management and the benefits and burdens of the MII Group or the MVWC Group entitled to such any Delayed Transfer Asset or intended any Delayed Transfer Liability not yet transferred to assume such Liability. In furtherance or assumed by it as a result of the foregoing, this Section 2.09(b) and the parties hereto agree that, as of the Effective Time, each party will be deemed to have acquired beneficial ownership over all of the Assets, together use reasonable best efforts to cooperate and coordinate with all rights and privileges incident respect thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreement. (c) If and when the Consents, Legal Impediments and the Consents and/or Governmental Approvals and/or conditionsApprovals, the failure to remove or the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or the deferral of the assumption of any Liability pursuant to Section 2.2(b) are obtained or satisfied, the transfer or assumption of any Newco Asset or Newco Liability pursuant to Section 2.01(c), are removed or obtained, as the case may be, the transfer and assumption of the applicable Newco Asset or Newco Liability will shall be promptly effected in accordance with and subject to the terms of this Agreement or and/or the other applicable Transaction AgreementDocuments, without the payment of additional consideration. After the Distribution Date, subject to Section 2.09(d), Weyerhaeuser and Newco agree to, and shall cause their respective subsidiaries to, use reasonable best efforts to remove such Legal Impediments and obtain such Consents and/or Governmental Approvals as promptly as practicable. (d) The party member of the Weyerhaeuser Group retaining any a Delayed Transfer Asset or Delayed Transfer Liability due to the deferral of the transfer of such Asset or the deferral of the assumption of such Newco Asset or Newco Liability pursuant to Section 2.2(b2.01(c) shall not be obligated, in connection with this Section 2.09, to expend any money unless the necessary funds are advanced by Newco, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or otherwise will similar fees, all of which shall be promptly reimbursed by Newco. Any member of the Spinco Group holding an Excluded Asset or a Retained Liability improperly transferred to or assumed by the Spinco Group shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Weyerhaeuser, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or agreed to similar fees, all of which shall be promptly reimbursed by the party entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expenditureWeyerhaeuser. (e) The parties agree If consent to treatassign the Bowater Agreement is needed but has not been obtained, for all tax purposesthe Bowater Agreement shall be a Delayed Transfer Asset in accordance with this Section 2.09. In such event, Weyerhaeuser shall pursue, and cause its subsidiaries to pursue, upon written request of Newco and subject to Sections 2.09(b) and 2.09(d), any Asset claims for indemnification or Liability reimbursement with respect to any liabilities and obligations for which the Bowater Agreement provides that is not transferred prior Weyerhaeuser and/or Weyerhaeuser Canada has an indemnification or reimbursement claim. To the extent Newco makes any payment with respect to any liability of Weyerhaeuser or Weyerhaeuser Canada for which Weyerhaeuser or Weyerhaeuser Canada would be entitled to indemnification or reimbursement under the Bowater Agreement, Newco shall be subrogated to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required maximum extent permitted by applicable Law (in which caseto all rights of Weyerhaeuser and Weyerhaeuser Canada to indemnification and reimbursement under the Bowater Agreement with respect to such liability, and Weyerhaeuser or Weyerhaeuser Canada shall promptly pay to Newco the transferee Group will indemnify proceeds received by Weyerhaeuser or Weyerhaeuser Canada from any claims for indemnification or reimbursement under the transferring Group for Bowater Agreement. The foregoing shall not apply to any Taxes attributable liabilities and obligations with respect to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transferBowater Claim, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of which is expressly excluded from this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes2.09.

Governmental Approvals and Consents. (a) To If the extent that any of the transactions contemplated by this Agreement or any Transaction Agreement requires any Governmental Approval or Consenttransfer, the parties will use their reasonable best efforts to obtain such Governmental Approval or Consent. (b) To the extent that any transfer or assignment of Assets or assumption of Liabilities contemplated by this Agreement any Delayed Transfer Asset or any Transaction Agreement Delayed Transfer Liability intended to be transferred, assigned or assumed hereunder is not consummated prior to on the Effective TimeClosing Date, whether as a result of the parties will use their reasonable best efforts to effect provisions of Section 2.6(a) or for any other reason, then the member of the Sellers Group retaining such transfers as promptly following the Effective Time as practicable. Nothing in this Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of Law cannot be transferred. In the event that any such transfer of Assets or assumption of Liabilities is not consummated, from and after the Effective Time until such time as such Delayed Transfer Asset is transferred or such Delayed Transfer Liability is assumed (i) the party retaining such Asset will shall thereafter hold such Delayed Transfer Asset or such Delayed Transfer Liability for the use and benefit benefit, insofar as reasonably practicable, of the party entitled thereto (at the expense of the party entitled thereto) and (ii) the party intended to assume such Liability will pay or reimburse the party retaining such Liability for all amounts paid or incurred in connection with the retention of such LiabilityBuyer. In addition, the party member of the Sellers Group retaining such Delayed Transfer Asset or such Delayed Transfer Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business consistent with past practice and shall take such other actions as may be reasonably requested by the party entitled to such Asset or by the party intended to assume such Liability in order to place such partyBuyer, insofar as reasonably practicable, in the same position as if such Delayed Transfer Asset or such Delayed Transfer Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset or such Delayed Transfer Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or LiabilityAsset, are to inure from from, and after the Effective Time Closing Date to, Buyer. To the extent permitted by law and to the member extent otherwise permissible in light of any Legal Impediment or members required Consent and/or Governmental Approval, Buyer shall be entitled to, and shall be responsible for, the management and the benefits and burdens of any Delayed Transfer Asset or any Delayed Transfer Liability not yet transferred to or assumed by it as a result of Section 2.6(a) and the MII Group or Parties agree to use their reasonable best efforts to cooperate and coordinate with respect thereto. If and to the MVWC Group entitled extent that such arrangement cannot be made, Buyer shall not have any obligation with respect to such Delayed Transfer Asset or intended to assume such Delayed Transfer Liability. In furtherance of Buyers and Sellers agree, and agree to cause their respective subsidiaries and Affiliates, to treat Buyer as the foregoing, the parties agree that, owner as of the Effective Time, each party will be deemed to have acquired beneficial ownership over Closing Date of any Delayed Transfer Assets and any Delayed Transfer Liabilities for all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Transaction Agreementtax purposes. (cb) If and when the Consents, Legal Impediments and the Consents and/or Governmental Approvals and/or conditionsApprovals, the failure to remove or the absence or non-satisfaction of which caused the deferral of the transfer or assignment assumption of any Asset or the deferral of the assumption of any Assumed Liability pursuant to Section 2.2(b) 2.6(a), are obtained removed or satisfiedobtained, as the case may be, the transfer or and assumption of the applicable Asset or Assumed Liability will shall be promptly effected in accordance with and subject to the terms of this Agreement or Agreement, without the applicable Transaction Agreementpayment of additional consideration. (dc) The party retaining any Asset or Liability due Notwithstanding anything to the deferral of contrary herein, Buyer and Sellers agree, and agree to cause their respective subsidiaries and Affiliates, to use their reasonable best efforts to remove all Legal Impediments and obtain, before the transfer of such Asset or the deferral of the assumption of such Liability pursuant Closing Date, any Consent (other than Consents with respect to Section 2.2(bLeases) or otherwise will not be obligated, Governmental Approval required in connection with the foregoing, to expend any money unless the necessary funds are advanced or agreed to be reimbursed by the party entitled to such Asset or the party intended to assume such Liability. The party retaining such Asset or Liability will use its reasonable best efforts to notify the party entitled to such Asset or intended to assume such Liability of the need for such expendituretransactions contemplated hereby. (e) The parties agree to treat, for all tax purposes, any Asset or Liability that is not transferred prior to the Effective Time and is subject to the provisions of Section 2.2(b) as owned by the member of the Group to which such Asset or Liability was intended to be transferred from and after the Effective Time, and the parties will not take any position inconsistent therewith unless otherwise required by applicable Law (in which case, the transferee Group will indemnify the transferring Group for any Taxes attributable to the Asset or Liability during the period beginning on day following the Effective Time and ending on the date of the actual transfer, provided, however, that any Taxes in respect of the actual transfer shall be paid by MII). (f) After the Effective Time, either party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other party (or any member of its Group). Accordingly, at all times after the Effective Time, each party authorizes the other party to receive and open all mail, packages and other communications received by such party, subject to the confidentiality provisions and restrictions in Section 7.8 and to the extent that they do not relate solely to the business of the receiving party, the receiving party will promptly deliver such mail, packages or other communications to the other party as provided for in Section 7.8. The provisions of this Section 2.2(f) are not intended to, and will not, be deemed to constitute an authorization by any party to permit the other to accept service of process on its behalf and no party is or will be deemed to be the agent of any other party for service of process purposes.