Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to contributeassign or transfer any Purchased Asset that is not assignable or transferable by Law or without the consent of any Person, conveyother than Seller, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company Purchaser or any of their respective SubsidiariesAffiliates, any Business Assetsto the extent that such consent shall not have been given prior to the Closing (each, Excluded Assetsa “Nonassigned Asset”); provided, Assumed Liabilities however, that Seller with respect to the Purchased Assets that cannot be assigned or Excluded Liabilitiestransferred without consent shall use, or any claimboth prior to and for twelve (12) months after the Closing, rightcommercially reasonable efforts to obtain, benefit or obligation arising thereunder or resulting therefromand Purchaser shall use its commercially reasonable efforts to assist and cooperate with Seller in connection therewith, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement all necessary consents to do any the assignment and transfer of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shalleach Nonassigned Asset, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability keep Purchaser reasonably informed as to the Company and its Subsidiaries and (ii) any consent necessary for the contributionstatus of such efforts; provided, conveyancefurther, assignmentthat none of Seller, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, Purchaser or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not Affiliates shall be required to exceed the term of the Transition Services Agreement, Trimble and the Company, or pay money to any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Third Party, cooperate in a mutually agreeable arrangement under which Trimble commence any litigation or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party Third Party in connection therewith. with such efforts. With respect to any Nonassigned Asset for which consent is required for the assignment or transfer, for a period beginning on the Closing Date and ending on the earlier of (bi) For the avoidance time such requisite consent is obtained and such Nonassigned Asset is transferred and assigned to Purchaser or (ii) the date that is twenty four (24) months after the Closing Date, Seller shall use commercially reasonable efforts to provide to Purchaser substantially comparable benefits thereof and shall enforce, at the request of doubtand for the benefit of Purchaser, neither any rights of Seller arising thereunder against any Person, including the failure right to transfer seek any Business available remedies or to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Seller provides Purchaser with benefits of any Nonassigned Asset, Excluded AssetPurchaser shall perform, Assumed Liability or Excluded Liability or any claimat reasonably directed by Seller, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights related obligations of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)Seller thereunder.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.5, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of delivery, thereof; provided, however, that, subject to Sellers’ compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any Business Asset or Assumed Liability adjustment to the Company Purchase Price on account thereof. Following the Closing, Sellers and Buyer shall use, each at its Subsidiaries own cost and (ii) expense, commercially reasonable efforts, and shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed paid by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Buyer in accordance with Section 5.2(a) of this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.5, Buyer and Sellers shall use, each at its own cost and expense, commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. To the extent permitted under applicable Law, Sellers shall result hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Sellers to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section 2.5. 16 Notwithstanding anything herein to the contrary, the provisions of this Section 2.5 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law.

Non-Assignable Assets. (a) Notwithstanding any other provision of anything to the contrary in this Agreement, nothing in this Agreement to or the contrary, this Agreement consummation of the Transaction shall not constitute be construed as an attempt or agreement to contributeassign any Acquired Asset, conveyincluding any Contract, assignPermit, transfer certificate, approval, authorization or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, other right, benefit which by its terms or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, by Law is non-assignable without the consent of a third party Third Party or a Governmental Authority or is terminable or cancelable by a Third Party or a Governmental Authority in the event of an assignment (any such Acquired Asset, a “Non-assignable Asset”) unless and until such consent shall have been obtained. Aeglea shall and shall cause its Subsidiaries to use all commercially reasonable efforts to obtain any such consents with respect to the Acquired Assets, including any Governmental Entityall Non-assignable Assets, and including all consents set forth on Schedule 4.4(a), would constitute a material breach as promptly as practicable, and shall cooperate as reasonably requested by Immedica in any efforts made by Immedica or other material contravention thereof any of its Affiliates to obtain such consent. If any such consent or a material violation of Law. Trimble approval is not obtained, Aeglea shall, and shall cause its controlled Affiliates Subsidiaries to, use its reasonable best efforts provide to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain Immedica the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with of such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Non-assignable Asset in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the CompanyAgreement and shall enforce, or any cause its Subsidiaries to enforce, at the request of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce and for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicableImmedica, any rights of Aeglea or its Subsidiaries arising thereunder, including the right to seek any available remedies or to terminate in accordance with the terms thereof, in each case at Immedica’s cost and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, expense. Aeglea shall and the applicable transferor would shall cause its Subsidiaries to promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, Immedica when received all monies received by them (net Aeglea or any of any applicable Taxes) its Affiliates under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability Non-assignable Asset or any claim, right, right or benefit arising thereunder or resulting therefrom thereunder, except to the Companyextent the same represents an Excluded Asset. As a condition to Aeglea providing Immedica with the benefits of any Non-assignable Asset, nor Immedica shall perform, in the indemnification rights name or on behalf of Aeglea or its applicable Subsidiary, all obligations of Aeglea or its applicable Subsidiary and shall indemnify Aeglea or its applicable Subsidiary for any Liabilities first arising thereunder following the Closing, except to the extent such Liabilities relate to the gross negligence or willful misconduct of Aeglea or any Aeglea Indemnified Party or the failure of Aeglea or any Aeglea Indemnified Party to follow the reasonable written (email being sufficient) instructions of Immedica or any of its Subsidiaries with respect to such Non-assignable Asset. To the extent that, in connection with obtaining a Third Party’s consent under any Non-assignable Asset, one or more of the Company set forth hereinParties enter into an agreement with such Third Party that provides for an allocation of liability among the Parties with respect to such Non-assignable Asset that is inconsistent with the terms of this Agreement, the Parties agree that, as among themselves, the provisions of this Agreement shall result in any adjustment to the AGCO Payment (as defined below)control.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.7, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Acquirer of any Purchased Asset would result in a violation of applicable law, or would require the consent, authorization, approval or waiver of a Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the consummation of the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery. Following the consummation of the Closing, Seller and Acquirer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver; provided, however, that neither Seller nor Acquirer shall be required to pay any consideration therefor. If and when such consent, authorization, approval or waiver is obtained, Seller shall sell, assign, transfer, convey and deliver to Acquirer the relevant Purchased Asset to which such consent, authorization, approval or waiver relates for no additional consideration and Acquirer shall, without payment of any Business Asset consideration therefor, assume from and after the date of such assignment the obligations thereunder (but only the obligations of Seller thereunder arising exclusively from, and accruing exclusively with respect to, the period after the date of such assignment (other than obligations thereunder arising as a result of the breach thereof at or Assumed Liability prior to such assignment) and only to the Company extent that such obligations would have constituted Assumed Liabilities if such assignment had occurred as of the Closing). Applicable sales, transfer and its Subsidiaries and (ii) any consent necessary for the contribution, conveyanceother similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation paid in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith5.12. (b) For To the avoidance extent that any Purchased Asset cannot be transferred to Acquirer following the Closing pursuant to this Section 2.7, Seller shall provide Acquirer with the economic and, to the extent permitted under applicable law, operational benefits of doubtthe transfer of such Purchased Asset to Acquirer as of the Closing. Acquirer shall, neither as agent or subcontractor for Seller, to the failure extent permitted under applicable law (but only to transfer any Business Assetthe extent Acquirer shall receive the benefits thereunder pursuant to the prior sentence), Excluded Assetassume the liabilities of Seller thereunder from and after the date such benefits are provided to it (other than obligations thereunder arising as a result of the breach thereof at or prior to the Closing and only to the extent that such obligations would have constituted Assumed Liabilities if such assignment had occurred as of the Closing) but only for so long as such benefits are provided to it. To the extent permitted under applicable law, Assumed Liability or Excluded Liability Seller shall pay to Acquirer promptly upon receipt thereof all income, proceeds and other monies received by Seller, or any claim, right, claim or right or any benefit arising thereunder or resulting therefrom to the Companyextent that Acquirer would be entitled thereto pursuant hereto, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section 2.7.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.10, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the Consent of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof (each, an “Unassigned Asset”). Prior to the Company first anniversary of the Closing Date, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required Consent, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Purchased Assets or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such Consent, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Unassigned Asset to which such Consent, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation paid in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a6.04(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure With respect to transfer any Business Unassigned Asset, Excluded AssetSeller shall hold such Unassigned Asset for the benefit of Buyer and deal with such Unassigned Asset in accordance with the reasonable instructions provided by Buyer, and Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Unassigned Asset and/or Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. If permissible pursuant to the Company, nor the indemnification rights terms of the Company set forth hereinContract governing such Unassigned Asset or otherwise, Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall result hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Unassigned Asset and all income, proceeds and other monies received by Seller to the AGCO Payment (as defined below)extent related to such Unassigned Asset in connection with the arrangements under this Section 2.10.

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement anything contained herein to the contrary, Section 2.1 of this Agreement shall not constitute an agreement to contribute, convey, assign, transfer require the assignment or deliver to, or to have assumed by, any sublicense of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoingAssumed Contracts, or license agreement for the Transferred Business Applications licensed to Seller or Designated Sellers by Third Parties, if any assignment or attempted assignment of the same without the consent of a third party (including any Governmental Entity)Person, other than of the Seller or any of its Affiliates, would constitute a material breach thereof, or other material contravention thereof if such Assumed Contract or a material violation license agreements for the Transferred Business Applications may not, by virtue of Law, be assigned or sublicensed and (the requirement for such consent is disclosed with respect to such Assumed Contract or Transferred Business Applications in Schedule 1.1(37) (the "NON-ASSIGNABLE ASSETS"). Trimble The Seller shall, prior to and after the applicable Closing Date, and shall cause its controlled Affiliates the Designated Sellers to, use its their commercially reasonable best efforts efforts, and the Purchaser shall cooperate in all reasonable respects with the Seller, to obtain prior all consents and waivers and to Closing resolve all impracticalities of assignments or transfers necessary to convey (ior sublicense, in the case of Assumed Contracts, or license agreements for the Transferred Business Applications consisting of licenses that are not assignable without the consent of the licensor) any consent necessary for of the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability Assets to the Company Purchaser; provided, however, that except as otherwise provided in Section 5.9, such efforts by the Seller or any Designated Seller shall not include any requirement of the Seller or any of its Affiliates to pay money, commence any litigation, or offer or grant any accommodation, financial or otherwise, to any Third Party, except that the Seller and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). Ifapplicable Designated Seller, on the one hand, and the Purchaser and applicable Designated Purchaser, on the other hand, shall each pay half of any amounts that are required under the terms of such Assumed Contracts or Transferred Business Applications to be paid in connection with such assignment or sublicense, or provided to have been paid prior to the applicable Closing Date (including any payments for maintenance and support for periods, or portions, therefore, ending before the applicable Closing Date, ). If any such Non-Assignable Assets are not able to be assigned or transferred (whether because a consent is in respect of any Non-Assignable Assets could not obtainedbe obtained or otherwise), or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation (x) the Seller shall (and shall cause the Designated Sellers to) use their commercially reasonable efforts (it being understood that such efforts shall not include any requirement of Law, so that Trimble or the Company, Seller or any of their respective Subsidiariesits Affiliates to pay money, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Companycommence litigation, or offer or grant any accommodation, financial or otherwise, other than provided above, to provide or cause to be provided to the Purchaser, to the extent permitted by applicable Law, the benefits of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain any such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, Non-Assignable Assets and cooperate in a mutually agreeable arrangement under which Trimble with Purchaser or the Company, applicable Designated Purchaser in any reasonable arrangement designed to provide Purchaser or any of their respective Subsidiaries, as applicable, would, in compliance with Law and the applicable third-party Contracts, obtain Designated Purchaser the material benefits (including contractual rights) and assume intended to be assigned under the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreementrelevant Asset, including subcontracting, sublicensing or subleasing to Trimble or enforcement at the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce cost and for the benefit account of Trimble Purchaser or the Company, or any a Designated Purchaser of their respective Subsidiaries, as applicable, any and all rights of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability Seller or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would Designated Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; (y) the Seller shall (to the extent the Purchaser has undertaken the responsibilities thereunder) promptly pay or cause to Trimble or be paid to the Company, or any of their respective Subsidiaries, as applicable, when received Purchaser all monies received by them (net the Seller or any of any applicable Taxes) under its Affiliates with respect to any such Business Non-Assignable Asset; and (z) the Purchaser shall, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a)extent the Seller or Seller's Affiliates are able to provide the benefits of such Non-Assignable Assets and comply with (y) above, including, for perform and discharge on behalf of each of the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, Seller or any special arrangements between Trimble and Designated Seller all of the Company after the ClosingSeller's or such Designated Seller's debts, shall be borne by the Company; provided thatliabilities, without the consent of AGCOobligations or commitments, Trimble shall notif any, thereunder, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) subject to any third party and in connection therewithaccordance with the provisions thereof. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company and its Subsidiaries and (ii) any consent necessary for satisfaction or waiver of the contributionclosing conditions, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Dateshall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, the City and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such consent is not obtainedrequired consent, authorization, approval or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Companywaiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of their respective Subsidiariesall parties to such arrangements, as applicableso that, would not in fact receive all any case, Buyer shall be solely responsible for such rights or assume such obligations, liabilities and obligations from and after the ClosingClosing Date; provided, thenhowever, for a period not to exceed that neither the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, City nor Buyer shall be borne by required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, the Company; provided thatCity shall sell, without assign, transfer, convey and deliver to Buyer the consent of AGCOrelevant Purchased Asset to which such consent, Trimble shall notauthorization, and shall cause its controlled Affiliates not toapproval, offer waiver, release, substitution or grant any accommodation (financial or otherwise) to any third party in connection therewithamendment relates for no additional consideration. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.09, Buyer and the City shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for the City pay, perform and discharge fully the liabilities and obligations of the City thereunder from and after the Closing Date. To the extent permitted under applicable Law, the City shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by the City to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section. The City shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets.

Non-Assignable Assets. (a) 2.5.1. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall does not constitute an agreement to contributeassign or transfer any Transferred Contract or other Transferred Asset that is not assignable or transferable without the Consent of any Person, conveyother than Seller, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company Purchaser or any of their respective SubsidiariesAffiliates, to the extent that such Consent has not been obtained prior to the Closing other than with respect to the Assigned Real Property Leases, which shall be assigned and transferred to Purchaser at Closing notwithstanding whether any Business Assetssuch Consent has been obtained. Seller will use, Excluded Assetsboth prior to and for six months after the Closing, Assumed Liabilities or Excluded Liabilitiescommercially reasonable efforts to obtain, or and Purchaser will assist and cooperate with Seller in connection with obtaining, all necessary consents to the assignment and transfer of such agreements, it being understood that (a) other than administrative costs and expenses and reasonable legal fees payable to any claimThird Party incurred in connection with obtaining any such Consent, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any none of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, Parties or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not Affiliates will be required to exceed the term of the Transition Services Agreement, Trimble and the Company, or pay money to any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Third Party, cooperate in a mutually agreeable arrangement under which Trimble commence any litigation or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party Third Party and (b) to the extent the foregoing requires any action by Seller or any Affiliate that would, or would continue to, affect the Business after the Closing, such action requires the prior written consent of Purchaser, which the Purchaser may not unreasonably withhold, delay or condition. Upon obtaining the requisite Third Party consents thereto, such Transferred Contract and other Transferred Assets will be transferred and assigned to Purchaser hereunder and the Parties will execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of the relevant Transferred Contract or Transferred Asset. 2.5.2. With respect to any Transferred Contract or other Transferred Asset that is not transferred or assigned to Purchaser at the Closing by reason of Section 2.5.1 (a “Non-Assignable Asset”), after the Closing and until the requisite consent is obtained and the foregoing is transferred and assigned to Purchaser, Seller will (or will cause its Subsidiaries to), for a period of twelve months following the Closing Date, at the request of and for the account of Purchaser, exercise any rights of the Seller or any Subsidiary arising under such Non-Assignable Asset against any Person, including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser, in each case, unless prohibited or not permitted by Legal Requirement or the terms of such Non-Assignable Asset; provided, however, that in no event will Seller or its Affiliates be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection therewith. (b) For . Notwithstanding anything in this Section 2.5.2 to the avoidance contrary, in no event shall Seller or any Subsidiary or Affiliate of doubtSeller be required to exercise any right of first offer, neither right of first refusal, right to expand the failure premises or right to transfer extend or renew the term of any Business Real Property Lease, or be prevented from exercising any early termination or other termination rights under any Real Property Lease. If Purchaser is provided with benefits of any Non-Assignable Asset, Excluded Purchaser will perform, at the direction of Seller, the obligations of the Selling Persons or their Affiliates under such Non-Assignable Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom . Notwithstanding anything to the Company, nor the indemnification rights of the Company contrary set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)extent that any Assumed Liability relates to any Non-Assignable Asset, such Assumed Liability will be deemed to be an Excluded Liability unless and until such Non-Assignable Asset is transferred and assigned to Purchaser or Purchaser obtains the benefit of such Non-Assignable Asset under this Section 2.5.2, at which point it will no longer be deemed to be an Excluded Liability.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.07, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed paid by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Buyer in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith6.08. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.07, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section 2.07. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.07 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.03.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, but subject to the remaining provisions of this Agreement Section 4.03, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Acquired Asset would require the consent or authorization of a Person who is not a party to this Agreement (including any Governmental Authority), and such consent shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement attempted sale, assignment, transfer, conveyance or delivery of such Acquired Asset, unless and until such consent has been obtained or Buyer has notified Seller that any such Acquired Asset should be transferred or assigned hereunder notwithstanding the absence of such consent. (b) Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to do obtain any such required consent, or any release, substitution or amendment required to novate all Liabilities under any and all Acquired Assets, and all other Liabilities, that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements. Once such consent, release, substitution or amendment is obtained with respect to such Acquired Asset, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Acquired Asset to which such consent, release, substitution or amendment relates for no additional consideration. (c) To the extent that any Acquired Asset or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 4.03, Seller and Buyer shall use reasonable efforts to enter into such lawful and reasonable arrangements (such as subleasing, sublicensing or subcontracting) to provide to the Party the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Acquired Asset and/or Assumed Liability to Buyer as of the Effective Time and the performance by Xxxxx of its obligations with respect thereto. Without limiting the generality of the foregoing, without (i) Seller shall (a) promptly pay or cause to be paid to Buyer all monies received by Seller with respect to any such Acquired Asset or Assumed Liability and (b) enforce, at the consent written request and at the sole expense of a third party Buyer, any rights of Seller arising with respect thereto, and (including ii) to the extent Buyer receives the benefit of any Governmental Entitysuch Acquired Asset, Buyer shall perform and discharge on behalf of Seller all of Seller’s Liabilities, if any (other than any Liabilities to the extent arising in connection with the breach, nonperformance or defective performance by Seller of any Acquired Contract), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble thereunder relating to the period following the Effective Time, in accordance with the provisions thereof. (d) From time to time following the Closing, Seller and Buyer shall, and shall cause its controlled their respective Affiliates to, use execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases, acquittances and other instruments, and shall take such further actions, as may be necessary or appropriate to transfer fully to, and vest in, Buyer and each of its reasonable best efforts successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to obtain prior be conveyed to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability Buyer under this Agreement and to the Company assure fully to Seller and its Subsidiaries Affiliates and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any each of their respective Subsidiariessuccessors and assigns, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term assumption of the Transition Services Agreement, Trimble liabilities and the Company, or any of their respective Subsidiaries, as applicable, shall continue obligations intended to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or be assumed by the appropriate Party, cooperate in a mutually agreeable arrangement Buyer under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing and to Trimble or otherwise make effective the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party transactions contemplated hereby (including transferring to Buyer any Governmental Entity) associated with such Business Asset, Excluded Asset, asset or liability contemplated by this Agreement to be an Acquired Asset or an Assumed Liability or Excluded Liability, claimrespectively, right, benefit which was erroneously or obligation, and the applicable transferor would promptly pay inadvertently not transferred to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after Buyer at the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, if the requisite Consent has not been obtained on or prior to Closing, then, unless such Consent is subsequently obtained, this Agreement shall not constitute an agreement to contribute, convey, assignsell, transfer or deliver toassign, directly or to have assumed byindirectly, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded LiabilitiesAsset, or any claim, right, obligation or benefit or obligation arising thereunder or resulting therefrom, if an attempted contributiondirect or indirect sale, conveyance, assignment, transfer, delivery transfer or assumption assignment thereof, without the Consent of a Third Party, including a Government Entity, would constitute a breach, default, violation or an agreement to do any other contravention of the foregoingrights of such Third Party or would be ineffective with respect to any party to a Contract concerning such Asset. For greater certainty, failure to obtain any such Consent shall not entitle the Purchaser to terminate this Agreement or fail to complete the transactions contemplated hereby or entitle the Purchaser to any adjustment of the Purchase Price. In the case of Consents, Contracts and other commitments included in the Assets (i) that cannot be transferred or assigned without the consent of a third party (including any Governmental Entity)Third Parties, would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble which consent has not been obtained prior to the Closing, the Sellers shall, and shall cause its controlled Affiliates toat the Purchaser’s sole out-of-pocket cost, use its reasonable best efforts reasonably cooperate with the Purchaser in endeavoring to obtain prior to Closing (i) any consent necessary for the contributionsuch Consent and, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, if any such consent Consent is not obtained, or if an attempted contributionthe Sellers shall, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after following the Closing, thenat the Purchaser’s sole out-of-pocket cost, for a period cooperate with the Purchaser in all reasonable respects to provide to the Purchaser with the benefit of such Consent, Contract or other commitment, or (ii) that are otherwise not transferable or assignable, the Sellers shall, following the Closing, at the Purchaser’s sole out-of-pocket cost, reasonably cooperate with the Purchaser to exceed provide to the term Purchaser with the benefit of such Consent, Contract or other commitment. The obligation of the Transition Services AgreementSellers to provide such reasonable cooperation under this Section 2.1.10 shall terminate on the date that is one (1) year following the Closing Date and after such time period, Trimble and the Company, or Sellers shall have no further obligation to so cooperate nor shall the Sellers bear any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts liability for the failure to obtain such consent and, until Consents within such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithone year period. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.5, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to do Seller’s compliance with this Section 2.5, the Closing shall occur notwithstanding the foregoing without any of adjustment to the foregoingPurchase Price on account thereof. Following the Closing, without the consent of a third party (including any Governmental Entity)Seller and Buyer shall use, would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shalleach at its own cost and expense, commercially reasonable efforts, and shall cause cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all rights, liabilities and obligations under any and all Assumed Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by 50% by Seller and 50% by Buyer in accordance with Section 5.2(a) of this Agreement. (b) To the extent that any Purchased Asset or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.5, Buyer and Seller shall use, each at its controlled Affiliates toown cost and expense, commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing, or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. To the extent permitted under applicable Law, Seller shall hold in trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the extent related to such Purchased Asset in connection with the arrangements under this Section 2.5. Notwithstanding anything herein to the contrary, the provisions of this Section 2.5 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law. (c) Unless Seller has successfully assigned all its rights under the Avadel Contract that are relevant to the Business to Buyer, then the following will be applicable: to the extent that any Losses suffered by any Buyer Indemnified Party are not indemnified by Seller under Article 7 of this Agreement but would be indemnifiable (in part or in full) or otherwise be the basis of a valid legal claim under the Avadel Contract, Seller hereby indemnifies the Buyer Indemnified Parties for such Losses; provided, however, that it is understood that Seller will not be obligated to remit payment under this clause until (and to the extent that) it has successfully collected pursuant to its indemnity rights or claims under the Avadel Contract. Upon written instruction from Buyer, Seller agrees to use its reasonable best efforts to obtain prior pursue such available indemnities or claims under the Avadel Contract and to Closing (i) any consent necessary for the contributionbe directed by Buyer in terms of use of legal counsel and other advisors; provided, conveyance, assignment, transfer, delivery or assumption that all out-of-pocket expenses of any Business Asset or Assumed Liability Seller incurred pursuant to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would Buyer’s instruction under this clause will be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed reimbursed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithBuyer. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding To the extent that any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party asset (including any Governmental Entity), Permit) included in the Peabody Contributed Assets or the Arch Contributed Assets cannot be assigned to the JV Entities at the Closing without the prior Consent of any Person (or any attempted assignment without such prior Consent would constitute result in a material breach or other material contravention thereof or a material violation of Law. Trimble Law or Contract or would materially and adversely affect the rights of the JV Entities thereto or thereunder) and such Consent has not been obtained as of the Closing Date, the Closing shall, subject to the satisfaction of the conditions set forth in Article VII, nevertheless take place on the terms set forth herein but the assignment of such Contract or Permit (each, a “Non-Assignable Asset”) to the applicable JV Entity shall not become effective unless and until such Consent has been obtained. (b) Until such time as all Non-Assignable Assets have been assigned to the applicable JV Entity, the Parties shall, and shall cause its controlled their Affiliates and the JV Company to, (i) use its their commercially reasonable best efforts to obtain prior to Closing (i) any consent necessary required Consents for the contributionassignment of such Non-Assignable Assets; provided, conveyancehowever, assignmentthat (A) neither Party shall be obligated to pay any material amount as consideration therefor to, transferor make any material financial accommodation in favor of, delivery or assumption commence litigation against, the Person or Governmental Authority from whom such Consent is requested, other than filing and processing fees, and (B) neither Party shall take any action in connection with obtaining such Consent that would impose any conditions or obligations on any of any Business Asset the JV Entities after the Closing without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or Assumed Liability to the Company and its Subsidiaries delayed) and (ii) to the greatest extent permitted by Law, establish arrangements under which a JV Entity (A) shall obtain the legal or economic claims, rights and benefits associated with such Non-Assignable Asset, (B) shall have dominion and control over such Non-Assignable Asset and (C) shall assume the legal and economic burden, obligations and Liabilities with respect to such Non-Assignable Asset and shall indemnify, defend and hold harmless the Person that is party to or otherwise holds such Non-Assignable Asset therefor. The Person that is party to or otherwise holds any consent necessary such Non-Assignable Asset shall hold such Non-Assignable Asset in trust for the contributionsole benefit and on behalf of the applicable JV Entity and shall, conveyanceas soon as practicable following receipt, assignment, transfer, delivery pay over to the JV Company or assumption its designees all receipts of cash relating to such Non-Assignable Asset until such time as such Non-Assignable Asset has been assigned to a JV Entity. (c) When and if all Consents required for the assignment of any Excluded Non-Assignable Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not have been obtained, or if an attempted contributionthe assignment of such Non-Assignable Asset to the applicable JV Entity shall become automatically effective in accordance with the terms of this Agreement without the payment of any additional consideration. (d) In the event that, conveyanceas of the Closing, assignment, transfer, delivery or assumption thereof would be ineffective or a violation not all Governmental Approvals have been obtained with respect to the change in ownership and control of Law, so that Trimble or the Company, any Peabody Contributed Permit or any of their respective SubsidiariesArch Contributed Permit (including, as applicable, would not in fact receive all such rights with respect to the transfer or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net reissuance of any applicable Taxes) such Permits to the JV Entities), to the extent that the JV Entities operate under any such Business AssetPermits after the Closing pending the receipt of such approvals, Excluded Assetany recipient of a notice of violation of, Assumed Liability or Excluded Liabilityfailure to comply with, claimany such Permit shall notify the Parties and the JV Company immediately following receipt of such notice, rightand Peabody (in the case of any Peabody Contributed Permit) or Arch (in the case of any Arch Contributed Permit), benefit as the case may be, in consultation with the other Party shall be entitled to undertake any actions and measures that are reasonably necessary and appropriate to cure, remedy or obligationxxxxx such violations or failure to comply as soon as reasonably practicable. Any costs In such event, the JV Entities shall cease any conduct and expenses arising out of activities giving rise to such violations or related failure to comply and shall provide the applicable Party with access to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking relevant properties and facilities and information as may be reasonably requested or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubtwith such Party’s efforts to cure, neither the remedy or xxxxx such violations and failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)comply.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.6, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Acquired Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assumed Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Acquired Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation paid in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith6.4. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Acquired Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.6, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Acquired Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Buyer's expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Acquired Asset and all income, proceeds and other monies received by Seller to the AGCO Payment (as defined below)extent related to such Acquired Asset in connection with the arrangements under this Section 2.6. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Acquired Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.6 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.5.

Non-Assignable Assets. (a) Notwithstanding any other provision of Nothing in this Agreement to nor the contrary, this Agreement consummation of the transactions contemplated hereby shall not constitute be construed as an attempt or agreement to contributesell, conveytransfer, assign, transfer convey or deliver toany asset, property or right to have assumed byBuyer (provided, that this Section 2.07 shall not affect whether any of Trimbleasset, Company property or right shall, once any required consent or waiver is obtained, be deemed to be a Acquired Asset for any other purpose under this Agreement) or for Buyer or any of its Affiliates and their respective Subsidiariessuccessors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoingas applicable, without the consent or waiver of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed cancelable by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with in the event of such Business Asset, Excluded Asset, Assumed Liability a transfer or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, assignment without the consent or waiver of AGCOsuch third party, Trimble in each case unless and until such consent or waiver shall nothave been obtained (collectively, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewiththe “Non-Assignable Assets”). (b) For the avoidance of doubt, neither the failure The Seller shall make commercially reasonably efforts to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, rightobtain, or to cause to be obtained, any consent or waiver that is required for Seller to sell, transfer, assign, convey and deliver the Acquired Assets to Buyer pursuant to this Agreement. To the extent permitted by applicable Law, in the event any such consent or waiver cannot be obtained prior to Closing, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Seller in trust for the benefit arising of Buyer, and the Parties shall make commercial reasonable efforts to cause all benefits and obligations existing thereunder to be for Buyer’s account, (ii) Buyer shall pay, perform or resulting therefrom otherwise discharge (in accordance with the respective terms and subject to the Companyrespective conditions thereof, nor and in the indemnification rights name of Seller) all of the Company set forth hereincovenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall result make commercially reasonable efforts to take or cause to be taken such actions (including actions to enforce its rights) in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of such Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyer and the Seller shall mutually cooperate to provide any adjustment other alternative arrangements as may be reasonably required to implement the purposes of this Agreement. If and when such consent or waiver is obtained, Seller shall sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer for no additional consideration. In no event shall a Contract that constitutes a Non-Assignable Asset be amended, modified or terminated by Seller without the prior written consent of Buyer. (c) As of and from the Closing, Seller authorizes Buyer, to the AGCO Payment (as defined below)extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.09, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Assigned Contract or Business Permit (i) would result in a violation of applicable Law or (ii) would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, of any such Assigned Contract or Business Asset or Assumed Liability Permit (each, a “Non-assignable Right”); provided, however, that, subject to the Company satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and cooperate with each other, to obtain, any such required consent, authorization, approval or waiver or (iiif required in order to carry out the provisions of this Section 2.09) any consent necessary release, substitution or amendment required to novate any Non-assignable Rights so that they can effectively be transferred to Buyer as promptly as reasonably practicable after the Closing upon the terms set forth in this Agreement (without regard to the provisions of this Section 2.09); provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Non-assignable Right to which such consent, authorization, approval, waiver, release, substitution or amendment relates for the contribution, conveyanceno additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, license shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party parties in connection therewithaccordance with Section 6.11. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (or, solely with respect to the Brazil Business, the Deferred Brazil Closing) (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date (or solely with respect to the Brazil Business, on the Deferred Brazil Closing Date), any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing (or, solely with respect to the Brazil Business, the Deferred Brazil Closing), then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing (or, solely with respect to the Brazil Business, the Deferred Brazil Closing), or any special arrangements between Trimble and the Company after the Closing (or, solely with respect to the Brazil Business, the Deferred Brazil Closing), shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.8, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or any Affiliates of such party to this Agreement (including MagnaChip ListCo), and such consent, authorization, approval or waiver shall not have been obtained before the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company and its Subsidiaries and satisfaction or waiver of the conditions contained in Article IX (ii) any consent necessary for the contributionConditions), conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Dateshall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Promptly following the Closing, the parties to this Agreement shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such consent is not obtainedrequired consent, authorization, approval or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Companywaiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of their respective Subsidiariesall parties to such arrangements, as applicableso that, would not in fact receive all any case, the Buyer shall be solely responsible for such rights or assume such obligations, Liabilities from and after the ClosingClosing Date; provided, thenhowever, for a period not to exceed the term that none of the Transition Services Agreement, Trimble and the Company, or parties to this Agreement shall be required to pay any of their respective Subsidiaries, as applicable, shall continue consideration to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated therefor; provided, further, however, that the Seller shall be primarily responsible for initiating communication with the applicable counterparties. Once such Business Assetconsent, Excluded Assetauthorization, Assumed Liability approval, waiver, release, substitution or Excluded Liabilityamendment is obtained, claim, right, benefit or obligationthe Seller shall cause the applicable Subsidiary Transferor to, and in the applicable transferor would case of MSK, MSK shall, sell, assign, transfer, convey and deliver to the Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. The Seller shall promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, Buyer when received all monies received by them the Seller or any of its Subsidiaries (net of any applicable Taxesincluding the Subsidiary Transferors) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, Purchased Asset or any special arrangements between Trimble use claim or Right or any benefit arising thereunder, and the Company after Seller and the ClosingBuyer shall continue to cooperate and use all commercially reasonable efforts to obtain such consent and to provide the Buyer with all such rights. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party paid in connection therewithaccordance with Section 7.8. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom cannot be transferred to the CompanyBuyer following the Closing pursuant to this Section 2.8, nor the indemnification rights parties to this Agreement shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the Company transfer of such Purchased Asset and/or Assumed Liability to the Buyer as of the Closing and the performance by the Buyer of its obligations with respect thereto, and the Buyer shall, in connection thereto and as agent or subcontractor for the applicable Subsidiary Transferor, pay, perform and discharge fully the Liabilities of such Subsidiary Transferor thereunder from and after the Closing Date. To the extent permitted under applicable Law, the Seller shall cause the applicable Subsidiary Transferor to, and in the case of MSK, MSK shall, pursuant to the Transition Services Agreement (MSK to Buyer), hold in trust for and pay to the Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by MSK or such Subsidiary Transferor to the extent related to such Purchased Asset in connection with the arrangements under this Section 2.8. The applicable Subsidiary Transferor shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.8 shall not apply to any consent or approval required under any antitrust, competition, trade, foreign investment or foreign exchange regulation Law, which consent or approval shall be governed by Section 6.5. (c) From and after the date of this Agreement, with respect to each Contract identified on Section 2.8(c) of the Seller Disclosure Letter (each, a “Shared Contract”), the Buyer and MSK shall, and the Seller shall cause the relevant Subsidiary Transferor to, use commercially reasonable efforts to enter into a separate Contract (which may consist of amendments or agreements to such existing Shared Contracts) with the appropriate counterparty or counterparties to such Shared Contract, resulting in the Buyer having, as of and subject to the Closing, rights and obligations with respect to such Shared Contracts substantially similar (except with respect to pricing, which shall remain the same), as those set forth herein, shall result in any adjustment the applicable Shared Contract to the AGCO Payment extent currently relating to the Business; provided, however, that none of the parties to this Agreement shall be required to pay any consideration to a third party in connection with entering into any such separate Contracts. From and after the date hereof until such time as each Shared Contract is replicated (such period, the “Replication Period”), MSK or the other applicable Subsidiary Transferor shall continue to be bound by the Shared Contracts for which replication has not been obtained (collectively, the “Remaining Shared Contracts”), subject to applicable Law and the terms and conditions of such Remaining Shared Contracts. To the extent permitted by Law and the relevant Shared Contract, except for the Contracts as set out in Section 2.8(c)(7) of the Seller Disclosure Letter, (i) with respect to each Remaining Shared Contract during the portion of the Replication Period that occurs from and after the Closing and (ii) with respect to any Remaining Shared Contract that cannot be replicated pursuant to this Section 2.8(c), and subject to the Buyer having undertaken the responsibilities, obligations and liabilities thereunder to the extent relating to the Business, after the Closing, the Seller, MSK (as defined belowapplicable) and the Buyer shall use their respective commercially reasonable efforts (and Seller shall cause the relevant Subsidiary Transferor to use its commercially reasonable efforts) to enter into such arrangements (including subleasing and subcontracting) to provide to the Buyer the economic and operational benefits and burdens equivalent of obtaining replication of such Remaining Shared Contract on a pass-through cost basis pursuant to the Transition Services Agreement (MSK to Buyer), and the Buyer shall, in connection thereto and as agent or subcontractor for the applicable Subsidiary Transferor, pay, perform and discharge fully the Liabilities of such Subsidiary Transferor thereunder from and after the Closing Date. To the extent permitted under applicable Law, the Seller shall cause the applicable Subsidiary Transferor to, and in the case of MSK, MSK shall, pursuant to the Transition Services Agreement (MSK to Buyer), hold in trust for and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by MSK or such Subsidiary Transferor to the extent related to Business in connection with the arrangements under this Section 2.8(c). The applicable Subsidiary Transferor shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Remaining Shared Contract to the extent related to the Business.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.08, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation paid in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith6.11. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.08, Buyer and Seller shall enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section 2.08. Seller shall be permitted to set off against such amounts all direct third-party costs associated with the retention and maintenance of such Purchased Assets to the extent not paid by Buyer. Notwithstanding anything herein to the contrary, the provisions of this Section 2.08 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.06.

Non-Assignable Assets. (a) From time to time following the Contribution, Seller shall execute and deliver, or cause to be executed and delivered to Company such additional instruments of conveyance and transfer as Company or Purchaser may reasonably request or as may be otherwise reasonably necessary to more effectively convey or transfer to, and vest in, Company and put Company in possession of, any part of the Contributed Assets. Nothing in this Agreement shall be construed as an attempt or agreement to assign any asset, Contract, permit, license or other right which would otherwise be included in the Contributed Assets or Assumed Liabilities, as appropriate, but which is by its terms or by law nonassignable without the consent of the other party or parties thereto or any Governmental Authority unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Seller or the Business would not, as a matter of law, pass to Company as an incident of the assignments provided for by this Agreement (the “Non-Assignable Assets”). Seller agrees to use its commercially reasonable best efforts (at Purchaser’s expense) to obtain any such consents promptly. At such time as any Non-Assignable Asset is properly assigned to Company, such Non-Assignable Asset shall become a Contributed Asset or Assumed Liability, as appropriate. Following the Closing and until such time as such Non-Assignable Assets may be properly assigned to Company, such Non-Assignable Assets shall be held by Seller in trust for Company and the covenants and obligations thereunder shall be performed by Company in the name of the appropriate Seller and all benefits and obligations existing thereunder shall be for the account of Company. During such period, Seller shall take or cause to be taken such action in its name or otherwise as Company may reasonably request, at Company’s expense, so as to provide Company with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-Assignable Assets and Seller shall promptly pay over to Company all money or other consideration received by it (or its Affiliates) in respect of all Non-Assignable Assets. Following the Contribution, Seller authorizes Company, to the extent permitted by applicable law and the terms of the Non-Assignable Assets, at Company’s expense, to perform all of the obligations and receive all of the benefits under the Non-Assignable Assets. (b) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement by Seller to contribute, convey, assign, transfer assign or deliver todelegate, or by Company to have assumed byassume and agree to pay, perform or otherwise discharge, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, Non-Assignable Asset if an attempted contribution, conveyance, assignment, transfer, delivery delegation or assumption thereof, or an agreement to do any of the foregoing, thereof without the consent of a third party Person (including including, without limitation, any Governmental Entity), Authority) thereto would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, unless and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any until such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement or an attempted agreement to contribute, convey, assign, transfer or deliver toassign any contract, license, lease, commitment, sales or to have assumed by, any of Trimble, Company purchase order or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, other agreement or any claim, right, right or benefit or obligation arising thereunder or resulting therefrom, including Customer Contracts, Leases and Operations Agreements (each for purposes of this Section 2.3, an "agreement"), if an the transfer or assignment (attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, actual) of any such agreement without notice to or an agreement to do any of the foregoing, without the consent of a third any other party (including any Governmental Entity), thereto would constitute a material breach or other material contravention thereof or a material violation would in any way adversely affect the rights of LawBuyer, Seller or any Subsidiary, as applicable, thereunder, unless such notice has been timely delivered or such consent timely obtained. Trimble shallSeller has exercised, and shall cause its controlled Affiliates toat Seller's expense, use its (and, if requested by Buyer, after the Closing Date will exercise, at Seller's expense) commercially reasonable best efforts to timely provide such notices and to timely obtain prior to Closing (i) any the consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset party or Assumed Liability parties to those agreements listed on Schedule 6.3 with respect to the Company transfer or assignment thereof by Seller to Buyer wherever such notice or consent is required and its Subsidiaries on terms and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability conditions reasonably satisfactory to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries)Buyer. If, on the Closing Date, If any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof assignment of an agreement would be ineffective or a violation would affect the rights of LawBuyer, so that Trimble or the Company, Seller or any of their respective SubsidiariesSubsidiary, as applicable, thereunder such that Buyer would not in fact receive all rights transferred hereunder, Seller shall use its commercially reasonable efforts to perform or cause to be performed such rights agreement for the account of Buyer or assume such obligations, from and after otherwise cooperate with Buyer in any arrangement reasonably necessary or desirable to provide for Buyer the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble benefits and the Companycorresponding obligations of any such agreement, including enforcement for the benefit of Buyer of any and all rights of Seller or any of their respective SubsidiariesSubsidiary, as applicable, shall continue to use their respective reasonable best efforts to obtain against the other party thereto arising out of the breach, termination or cancellation of such consent and, until agreement by such Contract is contributed, conveyed, assigned, transferred, delivered other party or assumed by otherwise. To the appropriate Party, cooperate in a mutually agreeable arrangement extent Seller performs or cause the performance under which Trimble any permit or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce license for the benefit of Trimble Buyer pursuant to this Section 2.3 and Buyer ultimately obtains such permit or the Companylicense for itself, Seller shall, on demand by Buyer, relinquish or any of their respective Subsidiaries, as applicable, any and all of their cause its Subsidiary to relinquish its rights against a third party (including any Governmental Entity) associated under such permit or license with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related respect to the transactions described in Business. The parties acknowledge and agree that Seller's undertaking pursuant to this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking 2.3 shall not render ineffective or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights deemed a waiver of the Company condition precedent set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)Section 10.1.6 hereof.

Non-Assignable Assets. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, the extent that the transfer or deliver to, assignment to CMS or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption Designated Party of any Business Assigned Asset or Assumed Liability to the Company is prohibited by any Applicable Laws and its Subsidiaries and (ii) Regulations or would require any consent necessary for the contributionauthorizations, conveyanceapprovals, assignmentconsents or waivers of Third Parties, transferneither this Agreement nor any document delivered pursuant hereto shall constitute a sale, delivery assignment or assumption transfer or an attempted assignment or transfer of any Excluded such Assigned Asset or Excluded Assumed Liability to Trimble if the applicable authorization, approval, consent or its controlled Affiliates waiver has not been obtained by (other than the Company or does not remain in full force and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after effect at) the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble unless and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract Third Party authorization, approval, consent or waiver is contributedobtained, conveyed, assigned, transferred, delivered or at which time such Assigned Asset and/or Assumed Liability shall be assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation transferred to CMS in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any terms and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithconditions hereof. (b) For With respect to any such authorizations, approvals, consents, or waivers referred to in Clause 3.76(a), following the avoidance Closing, the Parties shall use reasonable best efforts, and shall reasonably cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers at the expense of doubtthe Company; provided, however, that neither CMS nor Company shall be obligated to make any payment or agree to any material undertaking in connection therewith. Pending such authorizations, approval, consents or waivers, the failure Parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to transfer any Business Asset, Excluded Asset, provide to CMS the benefits of use of such Assigned Assets and the Assumed Liabilities and to Company the benefits or rights that Company would have obtained had the Assigned Asset or Assumed Liability been conveyed to CMS at the Closing, including a sublease or Excluded Liability sublicense. Once any authorization, approval, consent or any claimwaiver referred to in Clause 3.76(a) is obtained following Closing, rightCompany shall promptly assign, or benefit arising thereunder or resulting therefrom transfer, convey and deliver such Assigned Asset to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment CMS at no additional cost to the AGCO Payment (as defined below)CMS.

Non-Assignable Assets. (a1) Notwithstanding any other provision of anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement or an attempted agreement to contributetransfer, conveysublease or assign any contract, assignlicense, transfer lease, commitment, sales or deliver to, or to have assumed by, any of Trimble, Company Work Order or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, other agreement or any claim, right, right or benefit or obligation arising thereunder or resulting therefrom, therefrom if an any such attempted contribution, conveyance, assignment, transfer, delivery sublease or assumption thereof, or an agreement to do any of the foregoing, assignment without the consent of a third any other party (including any Governmental Entity), thereto would constitute a material breach or other material contravention thereof or a material violation would in any way adversely affect the rights of Law. Trimble AmeriCom thereunder. (2) Xxxxxxx shall, between the date hereof and shall cause its controlled Affiliates tothe Closing Date (and, if requested by AmeriCom, after the Closing Date), use its commercially reasonable best efforts to obtain prior the consent of any party or parties to Closing (i) any consent necessary for such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the contribution, conveyance, assignment, transfer, delivery sublease or assumption of any Business Asset assignment thereof by Xxxxxxx to AmeriCom or Assumed Liability to the Company and its Subsidiaries and AmeriCom's designees hereunder in all cases in which such consent is required. (ii3) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, If any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof assignment would be ineffective or a violation would affect the rights of Law, so Xxxxxxx thereunder such that Trimble or the Company, or any of their respective Subsidiaries, as applicable, AmeriCom would not in fact receive all such rights rights, Xxxxxxx shall perform such agreement for the account of AmeriCom or assume such obligations, from and after the Closing, then, otherwise cooperate with AmeriCom in any arrangement necessary or desirable to provide for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, AmeriCom or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain its designees the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with of any such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreementagreement, including subcontractingwithout limitation, sublicensing or subleasing to Trimble or the Companyholding assets as trustee for AmeriCom, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce enforcement for the benefit of Trimble AmeriCom of any and all rights of Xxxxxxx against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise. (4) Notwithstanding any of the Companyprovisions of this Section 2(F) nothing herein shall be deemed to: (a) Waive or excuse any obligation on the part of Xxxxxxx, or any condition for the benefit of their respective SubsidiariesAmeriCom, as applicable, to obtain any and all necessary consents of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability person or Excluded Liability, claim, right, benefit or obligation, and entity to the applicable transferor would promptly pay assignment to Trimble or AmeriCom of any of the Company, Assets or any of their respective Subsidiariescontract, as applicablelicense, when received all monies received by them (net of any applicable Taxes) under any such Business Assetlease, Excluded Assetcommitment, Assumed Liability order or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related other agreement required to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Companyassigned hereunder; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith.or (b) For the avoidance of doubt, neither the failure Relieve Xxxxxxx ofits obligation to transfer record ownership of any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth hereinAssets that it holds as trustee for AmeriCom as a result of the unavailability to obtain required consents, shall result in any adjustment to immediately following the AGCO Payment (as defined below)termination of such impediment.

Non-Assignable Assets. (a) Notwithstanding any other provision of anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement or an attempted agreement to contributetransfer, conveysublease or assign any contract, assignlicense, transfer or deliver tolease, or to have assumed bycommitment, any of Trimblesales, Company purchase order, franchise, consent, license, right, permit, authorization, approval or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, other agreement or any claim, right, right or benefit or obligation arising thereunder or resulting therefrom, therefrom if an any such attempted contribution, conveyance, assignment, transfer, delivery sublease or assumption thereof, or an agreement to do any of the foregoing, assignment without the consent of a third any other party (including any Governmental Entity), thereto would constitute a material breach or other material contravention thereof or a material violation would in any way adversely affect the rights of Lawthe Buyer thereunder. Trimble The Seller shall, between the date hereof and shall cause its controlled Affiliates tothe Closing Date (and, if requested by the Buyer, after the Closing Date), use its reasonable best efforts to obtain prior the consent of any party or parties to Closing (i) any consent necessary for such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the contribution, conveyance, assignment, transfer, delivery sublease or assumption of any Business Asset or Assumed Liability assignment thereof by the Seller to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble Buyer or its controlled Affiliates (other than the Company and its Subsidiaries)designees hereunder in all cases in which such consent is required. If, on the Closing Date, If any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof assignment would be ineffective or a violation would affect the rights of Law, so the Seller thereunder such that Trimble or the Company, or any of their respective Subsidiaries, as applicable, Buyer would not in fact receive all such rights or assume rights, the Seller shall perform such obligations, from and after agreement for the Closing, then, for a period not to exceed the term account of the Transition Services Agreement, Trimble and Buyer or otherwise cooperate with the Company, Buyer in any arrangement necessary or any of their respective Subsidiaries, as applicable, shall continue desirable to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered provide for the Buyer or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain its designees the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with of any such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreementagreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce without limitation enforcement for the benefit of Trimble the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise; provided that if the CompanyBuyer is required to pay any fee or cost in connection with such transfer, such fee shall be paid by the Seller or, if paid by the Buyer, the Seller shall reimburse the Buyer. Notwithstanding any of the provisions of this Section 13.6, nothing herein shall be deemed to waive or excuse any obligation on the part of the Seller, or any condition for the benefit of their respective Subsidiariesthe Buyer, as applicable, to obtain any and all necessary consents of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability person or Excluded Liability, claim, right, benefit or obligation, and entity to the applicable transferor would promptly pay assignment to Trimble or the Company, Buyer of any of the Transferred Assets or any of their respective Subsidiariescontract, as applicablelicense, when received all monies received by them (net of any applicable Taxes) under any such Business Assetlease, Excluded Assetcommitment, Assumed Liability order or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related other agreement required to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithassigned hereunder. (b) For Without limiting Section 13.5(a), (i) prior to the avoidance Closing Date, the Seller and Parent shall take all actions within their control to enforce the provisions of doubtthe Xxxxxx Agreements, neither including in particular Article 5 of each Xxxxxx Agreement, and (ii) after the failure Closing Date, the Seller and Parent shall take all actions reasonably requested by the Buyer to transfer enforce the provisions of the Xxxxxx Agreements, including hiring such counsel as reasonably requested by the Buyer and filing such legal actions as recommended by such counsel or the Buyer, and otherwise cooperate with the Buyer in connection with such enforcement. Any out-of-pocket costs incurred, and any Business Assetrecovery obtained, Excluded Assetby the Seller or Parent as a result of actions undertaken pursuant to clause (ii) shall be at the cost, Assumed Liability and for the benefit, of the Buyer; provided that the Buyer shall, except as set forth in the next proviso, be liable for any legal fees or Excluded Liability other expenses due under the Xxxxxx Agreements as a result of such action; provided that the Buyer shall not be liable for any breach (or liability arising therefrom) by the Seller, Parent or any claimof their Affiliates under the Xxxxxx Agreements or any other liability arising out of actions of the Seller, right, Parent or benefit arising thereunder or resulting therefrom their Affiliates. The Seller and Parent acknowledge and agree that they retain significant interest in the Xxxxxx Agreements' enforceability and that a breach of the Xxxxxx Agreements would cause significant damage to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)Seller and Parent.

Non-Assignable Assets. (a) Notwithstanding any other provision of anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement or an attempted agreement to contributetransfer, conveysublease or assign any contract, assignlicense, transfer lease, commitment, sales or deliver to, or to have assumed by, any of Trimble, Company purchase order or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, other agreement or any claim, right, right or benefit or obligation arising thereunder or resulting therefrom, therefrom if an any such attempted contribution, conveyance, assignment, transfer, delivery sublease or assumption thereof, or an agreement to do any of the foregoing, assignment without the consent of a third any other party (including any Governmental Entity), thereto would constitute a material breach or other material contravention thereof or a material violation would in any way adversely affect the rights of LawBuyer thereunder. Trimble Seller shall, between the date hereof and shall cause its controlled Affiliates tothe Closing Date (and, if requested by Buyer, after the Closing Date), use its commercially reasonable best efforts to obtain prior the consent of any party or parties to Closing (i) any consent necessary for such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the contribution, conveyance, assignment, transfer, delivery sublease or assumption of any Business Asset assignment thereof by Seller to Buyer or Assumed Liability to the Company and its Subsidiaries and (ii) any Buyer's designees hereunder in all cases in which such consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries)is required. If, on the Closing Date, If any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof assignment would be ineffective or a violation would affect the rights of Law, so Seller thereunder such that Trimble or the Company, or any of their respective Subsidiaries, as applicable, Buyer would not in fact receive all such rights rights, Seller shall perform such agreement for the account of Buyer or assume such obligations, from and after the Closing, then, otherwise cooperate with Buyer in any arrangement necessary or desirable to provide for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, Buyer or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain its designees the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with of any such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreementagreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce without limitation enforcement for the benefit of Trimble Buyer of any and all rights of Seller against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise. Notwithstanding any of the Companyprovisions of this Section 8.14 nothing herein shall be deemed to waive or excuse any obligation on the part of Seller, or any condition for the benefit of their respective SubsidiariesBuyer, as applicable, to obtain any and all necessary consents of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability person or Excluded Liability, claim, right, benefit or obligation, and entity to the applicable transferor would promptly pay assignment to Trimble or Buyer of any of the Company, Assets or any of their respective Subsidiariescontract, as applicablelicense, when received all monies received by them (net of any applicable Taxes) under any such Business Assetlease, Excluded Assetcommitment, Assumed Liability order or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related other agreement required to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithassigned hereunder. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding anything contained in this Agreement or any other provision of this Agreement agreement to the contrary, nothing in this Agreement or any other agreement shall not constitute be construed as an agreement attempt by Seller or its Affiliates to contribute, convey, assign, transfer or deliver to, assign to Buyer or to have assumed by, its Affiliates any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefromasset, if an attempted contribution, conveyance, assignment, transfer, delivery by its terms such asset is not transferable or assumption thereof, or an agreement to do any of the foregoing, assignable without the consent Consent of another party or parties unless such Consent shall have been given. If the transfer or assignment of such asset by Seller or its Affiliates to Buyer or its Affiliates requires the Consent of a third party and such third-party Consent is not obtained prior to the Closing, the parties shall proceed with the Closing, the parties shall use commercially reasonable efforts to obtain such third-party Consent after the Closing and, until such time as it shall have been obtained, the parties shall cooperate to provide that Buyer and/or its Affiliate shall receive the benefits under such asset which and when it would be entitled if such third-party Consent had been obtained at or prior to the Closing; provided, that (including a) Seller will promptly pay to Buyer when received all monies received by Seller or any Governmental Entity), would constitute a material breach Affiliate under any such Purchased Asset or other material contravention thereof any claim or a material violation of Law. Trimble right or any benefit arising thereunder and (b) Buyer shall, and shall cause its controlled Affiliates to, use its reasonable best efforts pay, satisfy and perform the corresponding Liabilities relating to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability such asset to the Company extent that and at the time when Buyer and/or its Subsidiaries Affiliates would have been responsible therefor if such third- party Consent had been obtained, and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability such asset assigned to Trimble Buyer or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after Affiliate at the Closing, then, and such Liabilities shall be deemed Assumed Liabilities for a period not to exceed the term purposes of the Transition Services this Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain . Once such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party ContractsConsent is obtained, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall notSeller shall, and shall cause its controlled Affiliates not to, offer transfer and assign to Buyer or grant its Affiliate, and Buyer shall, and shall cause its Affiliates to, accept and assume from Seller or its Affiliate, as applicable, such asset at no additional cost. Except as set expressly forth in this Section 5.6, Buyer acknowledges and agrees that Seller and its Affiliates shall not have any accommodation Liability whatsoever (financial or otherwiseincluding any Liability under Article 6) to Buyer or any third party in connection therewith. (b) For the avoidance of doubt, neither its Affiliates arising out of or relating to the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)obtain such third-party Consent.

Non-Assignable Assets. (a) Notwithstanding any other provision None of this Agreement to Yixin, the contraryTransferring Parties, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, the Company or the Group Companies will be required to transfer any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities Transferred Asset set forth in Schedule I hereto (each a “Non-assignable Asset”) which by its terms or Excluded Liabilities, by Law is not assignable or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, transferable without the consent or approval of any Governmental Authority or other third party or satisfaction of any other condition or is cancelable by a third party in the event of an assignment or transfer, unless and until such consent or approval shall have been obtained or condition satisfied. (including b) Each of Yixin, the Transferring Parties, the Company or the Group Companies shall use its all reasonable efforts to obtain as expeditiously as possible any Governmental Entity)consent or approval that may be required and to satisfy a condition necessary to the assignment or transfer of a Non-assignable Asset to the Group Companies. (c) Unless and until any such consent or approval that may be required is obtained or condition satisfied, would constitute a material breach or other material contravention thereof or a material violation to the extent permitted by applicable Law and by the terms of Law. Trimble the applicable Non-assignable Assets, Yixin shall, and shall cause its controlled Affiliates each other Transferring Party to, take all necessary actions to procure that the benefit and risk of the Non-assignable Assets, will be for the account of the Group Companies. Without limitation of the foregoing, with respect to any Non-assignable Asset, until such transfer is completed to the extent permitted by applicable Law and by the terms of such Non- assignable Asset, Yixin shall use its reasonable best efforts to obtain prior cause the applicable Transferring Parties to Closing enter into arrangements with the Group Companies, effective as of the First Stage Completion or as promptly as practicable thereafter, to provide to the Group Companies the economic and operational equivalent of the transfer of such Non- assignable Asset to the Group and the performance by the Group of the obligations thereunder as of the First Stage Completion and, in furtherance of the foregoing, (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company or its designated Group Company shall, as agent or subcontractor for Transferring Parties, pay, perform and its Subsidiaries discharge fully the Liabilities of the Transferring Parties thereunder from and after the First Stage Completion in accordance with any such alternate arrangement and (ii) any consent necessary the Transferring Parties shall hold in trust for and pay to the contributionGroup Companies promptly upon receipt thereof, conveyanceall the income, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (proceeds and other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed consideration received by the appropriate Party, cooperate Transferring Parties to the extent related to such Non- assignable Asset in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance connection with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net terms of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithalternate arrangement. (bd) For If and when the avoidance applicable consents or approvals, the absence of doubtwhich caused the deferral of transfer of any Non-assignable Assets pursuant to this Section 4.1, neither are obtained, the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom of the applicable Non-assignable Assets to the Company, nor Group Companies shall automatically and without further action be effected in accordance with the indemnification rights terms of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)Transfer Documents.

Non-Assignable Assets. (ai) Notwithstanding any other provision of this Agreement to To the contraryextent that the sale, this Agreement shall not constitute an agreement to contribute, convey, assignassignment, transfer or deliver to, conveyance hereunder of any Acquired Asset is not permitted under applicable Law or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, is not permitted without the consent consent, authorization approval or waiver of any other Person (each, a third party (including any Governmental Entity“Non-Assignable Asset”), would constitute a material breach and such consent, authorization, approval or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain waiver is not obtained prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, this Agreement, such Ancillary Agreement, and any related instruments of transfer shall not to exceed the term constitute an assignment of the Transition Services AgreementNon-Assignable Asset and except as specified in this Section 2.1(c), Trimble Purchaser shall assume no Liabilities thereunder or with respect thereto. (ii) To the extent permitted by applicable law, all such Non-Assignable Assets shall be held, as of and from the Closing Date, by Seller or its applicable Affiliates in trust for Purchaser and the Companycovenants and obligations thereunder shall be performed by Purchaser in Seller or its applicable Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or cause to be taken at Purchaser’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of any Non-Assignable Asset and to effect collection of money or other consideration received by it or by them in respect of any Non-Assignable Asset. With respect to any Non-Assignable Asset, or any of their respective Subsidiariesfollowing the Closing, as applicable, shall Seller and its applicable Affiliates will continue to use their respective commercially reasonable best efforts to obtain such consent andconsent, until authorization, approval or waiver so as to be able to transfer such Contract is contributedNon-Assignable Asset to Purchaser; provided, conveyedthat, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and Seller shall bear the economic burdens costs associated with such Business Assetsactions. Until such time as Seller or its applicable Affiliate has obtained the applicable consent, Excluded Assetsauthorization, Assumed Liabilities approval or Excluded Liabilitieswaiver, or any claimSeller will, rightand will cause its applicable Affiliates to, benefit or obligation in accordance (A) comply with this AgreementSection 2.1(c), (B) cooperate with Purchaser to enforce the terms of any Contract or Permit that is a Non-Assignable Asset, including subcontractingterms relating to confidentiality and licensed Intellectual Property, sublicensing or subleasing and (C) cooperate with Purchaser in its efforts to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce continue and maintain for the benefit of Trimble Purchaser those business relationships of the Business existing prior to the Closing and relating to any Non-Assignable Asset. (iii) Once such consent, authorization or approval is obtained, (A) the applicable Non-Assignable Asset will be deemed to have been automatically transferred to Purchaser or the Company, or any of their respective Subsidiaries, as applicable, any applicable Purchaser Designee on the terms set forth in this Agreement and all of their rights against a third party (including any Governmental Entity) associated with such Business will be deemed to be an Acquired Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and (B) the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses Liabilities arising out of the use, performance, ownership or related operation of the applicable Non-Assignable Asset will be deemed to be Assumed Liabilities (except those Liabilities that are Excluded Liabilities), and (C) the rights pursuant to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation applicable Non-Assignable Asset will be deemed to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithAcquired Assets. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall not constitute an agreement agreement, requirement or obligation to contribute, convey, assign, transfer or deliver to, assign any property or asset to have assumed by, any of Trimble, Company Buyer or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, Vault-IC if an the attempted contribution, conveyance, assignment, transfer, delivery or assumption transfer thereof, or an agreement to do any of the foregoing, without the consent or approval of a third party any Person other than the Parties and their Affiliates (including any Governmental Entityapprovals by Government Authorities), would constitute a material breach of any Contract or other material contravention thereof obligation of Atmel or any of the Selling Subsidiaries, would constitute a material violation of Lawany Laws or Contracts, or would in any way adversely affect the rights of Atmel or any of the Selling Subsidiaries. Trimble shall, Atmel and the Selling Subsidiaries shall cause its controlled Affiliates to, use its their respective commercially reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery such consents or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries)approvals. If, on the Closing Date, any If such consent or approval is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery transfer of any property or assumption thereof asset would be ineffective ineffective, would constitute a breach or a violation of Law, so that Trimble any Law or Contract or would adversely affect the Company, rights (other than those rights to be transferred under the Transferred Contracts) of Atmel or any of their respective the Selling Subsidiaries, as applicableAtmel will, would or will cause the Selling Subsidiaries to, to the extent not prohibited by or not in fact receive all such rights breach of any Contract or assume such obligationsviolation of any Laws, from and after the Closing, then, for a period (a) cooperate with Buyer in any commercially reasonable arrangement which does not to exceed the term of the Transition Services Agreement, Trimble materially adversely impact Atmel and the CompanySelling Subsidiaries and which is designed to provide for Buyer the benefits in relation to any such property or asset, including, to the extent reasonably necessary and to the extent that such arrangement does not violate any Law or any of their respective SubsidiariesContract, as applicable, shall continue the right to use their respective reasonable best efforts to obtain such consent property or asset and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce enforcement for the benefit of Trimble or the Company, or any Buyer (at Buyer’s cost) of their respective Subsidiaries, as applicable, any and all rights of their rights Atmel and/or the Selling Subsidiaries against a third party thereto, (b) hold all monies paid to Atmel and/or the Selling Subsidiaries thereunder on and after the Closing Date in trust for the account of Buyer, and (c) remit such money to Buyer as promptly as possible after receipt. Any transfer or assignment to Buyer or Vault-IC by Atmel and/or the Selling Subsidiaries of any property or assets which shall require the consent or approval of any third party (including approvals by Governmental Authorities) shall be made subject to such consent or approval being obtained; provided, that such transfer or assignment shall not require Buyer to make any Governmental Entity) associated with additional payments to Atmel for such Business Assettransfer, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and it being understood that Buyer shall be responsible for the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of registration, perfection or other costs and expenses related to owning or exercising the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble rights and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithbenefits acquired herein. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, if any requisite Consent of a Third Party (including a Government Entity) has not been obtained on or prior to the Closing and an attempted direct or indirect sale, transfer, lease, sublease or assignment of such Asset, without such Consent, would constitute a breach, default, violation or other contravention of Law or the rights of such Third Party or would be ineffective with respect to any party to a Contract concerning such Asset, then, unless any such Consent is subsequently obtained, this Agreement shall not constitute an agreement to contribute, convey, assignsell, transfer or deliver toassign, directly or to have assumed byindirectly, any of Trimble, Company Asset or any obligation or benefit arising thereunder. For the avoidance of their respective Subsidiariesdoubt, the Parties acknowledge that, subject to Article VII and Article IX, failure to obtain any Business Assets, Excluded Assets, Assumed Liabilities such Consent shall not entitle the Purchaser to terminate this Agreement or Excluded Liabilities, fail to complete the transactions contemplated hereby or entitle the Purchaser to any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any adjustment of the foregoing, Purchase Price. In the case of Assets (i) that cannot be transferred or assigned without the consent of a third party (including any Governmental Entity)Third Parties, would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain which consent has not been obtained prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, thenthe Sellers shall, for a period not to exceed at the term of Sellers’ sole out-of-pocket cost, reasonably cooperate with the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts Purchaser in endeavoring to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits Consent (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), includingbut, for the avoidance of doubt, Seller shall not be required pursuant to this clause (i) to pay any fee or other consideration to any Third Party whose consent is required in relation to seeking or obtaining connection with the transfer of any necessary third party consents before or after Assets) and, if any such Consent is not obtained, the Sellers shall, following the Closing, or any special arrangements between Trimble cooperate with the Purchaser in all reasonable respects to enter into an arrangement reasonably acceptable to the Purchaser and the Company after Primary Seller Parties pursuant to which the Purchaser would obtain the benefit of such Asset, Contract or other commitment and assume the obligations and economic burden thereunder (it being understood, without limiting the generality of the foregoing, that in the event that a Consent required for the transfer or assignment of a Transferred Patent or Specified UK Patent is not obtained by the Closing, the Sellers shall, concurrently with the Closing and to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the Sellers Disclosure Schedule), grant the Purchaser an irrevocable, worldwide, royalty free, perpetual, exclusive (subject to pre-existing license grants of the type subject to which Assets are assigned pursuant to Section 2.1.1(a)), freely assignable, sublicensable, transferable and fully paid up license under such Patent; or, if the Sellers are not permitted by applicable Law or are prohibited by a Contract from granting such an exclusive license, the Sellers shall be borne grant the license to the Purchaser as a non-exclusive license to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the Companylicenses listed in Section A.I(b) of the Sellers Disclosure Schedule); provided thatit being further understood that the terms of any such license with respect to the Specified UK Patents is set forth in the form of Closing Date License Agreement attached hereto as Exhibit L), without or (ii) that are otherwise not transferable or assignable, the consent Sellers shall, following the Closing, reasonably cooperate with the Purchaser to enter into an arrangement pursuant to which the Purchaser would obtain the benefit of AGCOsuch Asset, Trimble Contract or other commitment and assume the obligations and economic burden thereunder. The obligation of the Sellers to provide such reasonable cooperation under this Section 2.1.8 shall not, continue for at least one (1) year following the Closing Date and shall cause thereafter continue until such time as a Seller shall determine in good faith that the discontinuance of its controlled Affiliates cooperation is reasonably necessary to effectuate its winding up and/or dissolution (in which case such cooperation obligations under this Section 2.1.8 shall terminate only as to such Seller). The Parties acknowledge and agree that the obligations under this Section 2.1.8 shall not to, offer or grant affect the right of any accommodation (financial or otherwise) Seller to wind down pursuant to applicable Law at any third party in connection therewithtime after the date that is one year after the Closing Date. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.07, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to any Buyer Party of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company and its Subsidiaries and (ii) any consent necessary for satisfaction or waiver of the contributionconditions contained in Article 7, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Dateshall occur notwithstanding the foregoing without any adjustment to the consideration delivered by the Buyer Parties on account thereof. Following the Closing, Seller and the Buyer Parties shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such consent is not obtainedrequired consent, authorization, approval or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Companywaiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of their respective Subsidiariesall parties to such arrangements, as applicableso that, would not in fact receive all any case, one or more of the Buyer Parties shall be solely responsible for such rights or assume such obligations, liabilities and obligations from and after the ClosingClosing Date; provided, thenhowever, for a period not that neither Seller nor any Buyer Party shall be required to exceed the term of the Transition Services Agreementpay any consideration therefor. Once such consent, Trimble authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related deliver to the transactions described in this Section 2.3(a)Buyer Party designated by Monaco the relevant Purchased Asset to which such consent, includingauthorization, approval, waiver, release, substitution or amendment relates for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithno additional consideration. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to a Buyer Party following the Closing pursuant to this Section 2.07, the Buyer Parties and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth herein, shall result in any adjustment transfer of such Purchased Asset and/or Assumed Liability to the AGCO Payment (Buyer Party designated by Monaco as defined below)of the Closing and the performance by such Buyer Party of its obligations with respect thereto. Such Buyer Party shall, as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at such Buyer Party’s expense, hold in trust for and pay to such Buyer Party promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the extent related to such Purchased Asset in connection with the arrangements under this Section 2.07. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets.

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (or, solely with respect to the Brazil Business, the Deferred Brazil Closing) (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date (or solely with respect to the Brazil Business, on the Deferred Brazil Closing Date), any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing (or, solely with respect to the Brazil Business, the Deferred Brazil Closing), then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).,

Non-Assignable Assets. (a) Notwithstanding any other provision of Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement or an attempted agreement to contributetransfer, convey, assign, transfer sublease or deliver to, or assign the Contracts set forth on Schedule 2.8 annexed hereto to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilitiesthe extent such Contracts, or any claim, right, claim or right of any benefit or obligation arising thereunder or resulting therefrom, therefrom if an any such attempted contribution, conveyance, assignment, transfer, delivery sublease or assumption assignment thereof, or an agreement to do any of the foregoing, without the consent of a third any other party (including any Governmental Entity)thereto, would constitute a material breach or other material contravention thereof or a material violation in any way affect the rights of Lawthe Company thereunder Page 14 of 57 (the "Non-Assignable Assets"). Trimble ETG shall, and shall cause its controlled Affiliates toif requested by the Company after the Closing Date, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries)such consent. If, on the Closing Date, If any such consent is not obtained, or if an any attempted contribution, conveyance, assignment, transfer, delivery or assumption assignment thereof would be ineffective or a violation would affect the rights of Law, so ETG thereunder such that Trimble or the Company, or any of their respective Subsidiaries, as applicable, Company would not in fact receive all such rights or assume such obligationsrights, from on and after the ClosingClosing Date, then, each such Non-Assignable Asset shall be held by ETG in trust for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, and ETG shall perform such agreement for the account of the Company or otherwise cooperate with the Company in any of their respective Subsidiaries, as applicable, shall continue arrangement necessary or desirable to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by provide for the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain Company the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with under any such Business Assetsagreement, Excluded Assetsincluding, Assumed Liabilities or Excluded Liabilitieswithout limitation, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce enforcement for the benefit of Trimble the Company of any and all rights of ETG against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise. ETG will take or cause to be taken such action in ETG's name or otherwise as the Company may reasonably request, at the Company's expense, so as to provide the Company with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration to become due and payable under the Non-Assignable Assets and ETG shall promptly pay over to the Company all money or other consideration received by it or its Affiliates in respect of Non-Assignable Assets. As and from the Closing, ETG authorizes the Company, to the extent permitted by applicable law and the terms of the Non-Assignable Assets, at the Company's expense, to perform all of the obligations and receive all of the benefits under the Non-Assignable Assets and appoint the Company its attorney-in-fact to act in its name and on its behalf with respect thereto. Notwithstanding the foregoing, this Agreement shall not constitute an agreement by ETG to assign or any of their respective Subsidiariesdelegate, as applicableor by the Company to assume and agree to pay, perform or otherwise discharge, any and all of their rights against a third party (including any Governmental Entity) associated with such Business AssetNon-Assignable Asset if an attempted assignment, Excluded Asset, Assumed Liability delegation or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, assumption thereof without the consent of AGCOa third Person would constitute a breach thereof unless and until such consent is obtained. The foregoing shall not limit, Trimble shall not, and shall cause its controlled Affiliates waive or otherwise affect the Company's right to not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For close the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom transactions contemplated by this Agreement to the Companyextent the receipt of any consent to the transfer, nor sublease or assignment of any contract, license, lease, commitment, sales order, purchaser order or other agreement is a condition to the indemnification rights obligation of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)close hereunder.

Non-Assignable Assets. (a) Notwithstanding any other provision of anything to the contrary set forth in this Agreement to the contraryor any Related Agreement, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer assign any Contract or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded LiabilitiesPermit that would otherwise be a Transferred Asset under this Agreement, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if and to the extent that an attempted contribution, conveyance, assignment, transfer, delivery transfer or assumption conveyance thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates thereto (other than the Company and its Subsidiaries). IfSeller, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, SYC or any of their respective Subsidiaries) or Governmental Authority, as applicablethe case may be, would not constitute a breach or other contravention thereof or in fact receive all such any way adversely affect the rights of Buyer or assume such obligationsany of its designees thereunder (each, from and after a “Non-Assignable Asset”). Prior to the Closing, thenSeller and SYC shall, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any shall cause each of their respective SubsidiariesSubsidiaries to, as applicableuse all commercially reasonable efforts to obtain the consent of any Persons and Governmental Authorities that may be required in order to assign, transfer and convey all of the Transferred Contracts and Transferred Permits to Buyer or its designees pursuant to this Agreement. If such consent is not obtained prior to the Closing, or if an attempted assignment, transfer or conveyance thereof would be ineffective or would adversely affect the rights thereunder so that Buyer would not receive substantially all such rights, (i) Seller shall, and shall cause each other Selling Entity to, continue to use their respective reasonable best efforts to obtain such the consent andof any Persons or Governmental Authorities that may be required to assign, until such Contract is contributedtransfer or convey each Non-Assignable Asset to Buyer or its designees, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, and (ii) Seller and Buyer shall cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, Buyer would obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation thereunder in accordance with this Agreement, including by subcontracting, sublicensing sub-licensing or subleasing sub-leasing to Trimble or the Company, or any of their respective Subsidiaries, as applicableBuyer, or under which the applicable transferors Seller would enforce for the benefit of Trimble or the CompanyBuyer, or any of their respective Subsidiaries, as applicablewith Buyer assuming Seller’s obligations, any and all rights of their rights Seller against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would thereto. Seller shall promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, Buyer when received all monies received by them (net Seller in respect of such Non-Assignable Assets or any applicable Taxes) under benefit arising thereunder, except to the extent the same represents an Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, any such Business Non-Assignable Asset shall be deemed to be a Transferred Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses provided that Buyer shall not be responsible for any Liabilities (i) arising out of or related a claim of breach of such Non-Assignable Asset due to the transactions described in this Section 2.3(a), including, for establishment of the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closingalternative arrangements, or any special arrangements between Trimble and (ii) arising out of such Non-Assignable Asset as a result of Seller’s action without Buyer’s approval in a manner inconsistent with the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithalternative arrangements. (b) For In furtherance and not in limitation of Section 2.9(a), in the avoidance event that Seller is unable to obtain any required consent to the transfer at Closing to the Buyer of doubtany Non-Assignable Asset and Seller and Buyer have failed to agree on alternate arrangements to an assignment reasonably satisfactory to Buyer, neither the failure then (i) Seller shall remain a party to transfer any Business and shall continue to be bound by such Non-Assignable Asset, Excluded (ii) Buyer shall pay, perform and discharge fully all of the obligations of Seller thereunder from and after the Closing Date, upon the terms and subject to the conditions of such Non-Assignable Asset, Assumed Liability or Excluded Liability or any claim(iii) Seller shall, rightwithout further consideration therefor, or benefit arising thereunder or resulting therefrom pay, assign and remit to Buyer promptly all monies, rights and other consideration received in respect of such Non-Assignable Asset on and after the Closing Date, and (iv) Seller shall, without further consideration therefor, exercise and exploit its rights and options under such Non-Assignable Asset in the manner and only to the Companyextent directed by Buyer. If and when any consent shall be obtained following the Closing Date with respect to the transfer by Seller to Buyer of any such Non-Assignable Asset or such Non-Assignable Asset shall otherwise become assignable following the Closing Date, nor Seller shall promptly assign all of its rights and obligations thereunder to Buyer, without further consideration therefor, and Buyer shall, without further consideration therefor, assume such rights and obligations, to the indemnification rights fullest extent permitted. The existence of the Company set forth herein, provisions of this Section 2.9 shall result in not reduce or otherwise adversely affect any adjustment party’s ability to the AGCO Payment (as defined below)enforce any of its rights under this Agreement.

Non-Assignable Assets. (a) Notwithstanding any other provision of anything to the contrary in this Agreement, nothing in this Agreement to or the contrary, this Agreement consummation of the Transaction shall not constitute be construed as an attempt or agreement to contributeassign any Acquired Asset, conveyincluding any Contract, assignPermit, transfer certificate, approval, authorization or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, other right, benefit which by its terms or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, by Law is non-assignable without the consent of a third party Third Party or a Governmental Authority or is terminable or cancelable by a Third Party or a Governmental Authority in the event of an assignment (any such Acquired Asset, a “Non‑assignable Asset”) unless and until such consent shall have been obtained. Aeglea shall and shall cause its Subsidiaries to use all commercially reasonable efforts to obtain any such consents with respect to the Acquired Assets, including any Governmental Entityall Non-assignable Assets, and including all consents set forth on Schedule ‎4.4(a), would constitute a material breach as promptly as practicable, and shall cooperate as reasonably requested by Immedica in any efforts made by Immedica or other material contravention thereof any of its Affiliates to obtain such consent. If any such consent or a material violation of Law. Trimble approval is not obtained, Aeglea shall, and shall cause its controlled Affiliates Subsidiaries to, use its reasonable best efforts provide to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain Immedica the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with of such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Non-assignable Asset in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the CompanyAgreement and shall enforce, or any cause its Subsidiaries to enforce, at the request of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce and for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicableImmedica, any rights of Aeglea or its Subsidiaries arising thereunder, including the right to seek any available remedies or to terminate in accordance with the terms thereof, in each case at Immedica’s cost and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, expense. Aeglea shall and the applicable transferor would shall cause its Subsidiaries to promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, Immedica when received all monies received by them (net Aeglea or any of any applicable Taxes) its Affiliates under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability Non-assignable Asset or any claim, right, right or benefit arising thereunder or resulting therefrom thereunder, except to the Companyextent the same represents an Excluded Asset. As a condition to Aeglea providing Immedica with the benefits of any Non-assignable Asset, nor Immedica shall perform, in the indemnification rights name or on behalf of Aeglea or its applicable Subsidiary, all obligations of Aeglea or its applicable Subsidiary and shall indemnify Aeglea or its applicable Subsidiary for any Liabilities first arising thereunder following the Closing, except to the extent such Liabilities relate to the gross negligence or willful misconduct of Aeglea or any Aeglea Indemnified Party or the failure of Aeglea or any Aeglea Indemnified Party to follow the reasonable written (email being sufficient) instructions of Immedica or any of its Subsidiaries with respect to such Non-assignable Asset. To the extent that, in connection with obtaining a Third Party’s consent under any Non-assignable Asset, one or more of the Company set forth hereinParties enter into an agreement with such Third Party that provides for an allocation of liability among the Parties with respect to such Non-assignable Asset that is inconsistent with the terms of this Agreement, the Parties agree that, as among themselves, the provisions of this Agreement shall result in any adjustment to the AGCO Payment (as defined below)control.

Non-Assignable Assets. (a) Notwithstanding any other provision of anything in this Agreement to the contrary, if any requisite Consent of a Third Party (including a Government Entity) has not been obtained on or prior to the Closing and an attempted direct or indirect sale, transfer, lease, sublease or assignment of such Asset, without such Consent, would constitute a breach, default, violation or other contravention of Law or the rights of such Third Party or would be ineffective with respect to any party to a Contract concerning such Asset, then, unless any such Consent is subsequently obtained, this Agreement shall not constitute an agreement to contribute, convey, assignsell, transfer or deliver toassign, directly or to have assumed byindirectly, any of Trimble, Company Asset or any obligation or benefit arising thereunder. For the avoidance of their respective Subsidiariesdoubt, the Parties acknowledge that, subject to Article VII and Article IX, failure to obtain any Business Assets, Excluded Assets, Assumed Liabilities such Consent shall not entitle the Purchaser to terminate this Agreement or Excluded Liabilities, fail to complete the transactions contemplated hereby or entitle the Purchaser to any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any adjustment of the foregoing, Purchase Price. In the case of Assets (i) that cannot be transferred or assigned without the consent of a third party (including any Governmental Entity)Third Parties, would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain which consent has not been obtained prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, thenthe Sellers shall, for a period not to exceed at the term of Sellers’ sole out-of-pocket cost, reasonably cooperate with the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts Purchaser in endeavoring to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits Consent (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), includingbut, for the avoidance of doubt, Seller shall not be required pursuant to this clause (i) to pay any fee or other consideration to any Third Party whose consent is required in relation to seeking or obtaining connection with the transfer of any necessary third party consents before or after Assets) and, if any such Consent is not obtained, the Sellers shall, following the Closing, or any special arrangements between Trimble cooperate with the Purchaser in all reasonable respects to enter into an arrangement reasonably acceptable to the Purchaser and the Company after Primary Seller Parties pursuant to which the Purchaser would obtain the benefit of such Asset, Contract or other commitment and assume the obligations and economic burden thereunder (it being understood, without limiting the generality of the foregoing, that in the event that a Consent required for the transfer or assignment of a Transferred Patent or Specified UK Patent is not obtained by the Closing, the Sellers shall, concurrently with the Closing and to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the Sellers Disclosure Schedule), grant the Purchaser an irrevocable, worldwide, royalty free, perpetual, exclusive (subject to pre-existing license grants of the type subject to which Assets are assigned pursuant to Section 2.1.1(a)), freely assignable, sublicensable, transferable and fully paid up license under such Patent; or, if the Sellers are not permitted by applicable Law or are prohibited by a Contract from granting such an exclusive license, the Sellers shall be borne grant the license to the Purchaser as a non-exclusive license to the maximum extent and scope permitted by applicable Law and not prohibited by any Contract (including the Companylicenses listed in Section A.I(b) of the Sellers Disclosure Schedule); provided thatit being further understood that the terms of any such license with respect to the Specified UK Patents is set forth in the form of Closing Date License Agreement attached hereto as Exhibit NL), without or (ii) that are otherwise not transferable or assignable, the consent Sellers shall, following the Closing, reasonably cooperate with the Purchaser to enter into an arrangement pursuant to which the Purchaser would obtain the benefit of AGCOsuch Asset, Trimble Contract or other commitment and assume the obligations and economic burden thereunder. The obligation of the Sellers to provide such reasonable cooperation under this Section 2.1.8 shall not, continue for at least one (1) year following the Closing Date and shall cause thereafter continue until such time as a Seller shall determine in good faith that the discontinuance of its controlled Affiliates cooperation is reasonably necessary to effectuate its winding up and/or dissolution (in which case such cooperation obligations under this Section 2.1.8 shall terminate only as to such Seller). The Parties acknowledge and agree that the obligations under this Section 2.1.8 shall not to, offer or grant affect the right of any accommodation (financial or otherwise) Seller to wind down pursuant to applicable Law at any third party in connection therewithtime after the date that is one year after the Closing Date. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Section 2.09(a) of the Disclosure Schedules identifies all material Contracts of Seller that are utilized in connection with the Business on a non-exclusive basis which are therefore not included as Purchased Assets. Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.09, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Seller nor Buyer shall be required to pay any consideration therefor, unless the agreement being assigned requires payment of a de minimis review fee or similar fee, in which case, Seller shall be responsible for such payment. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed paid by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Buyer in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith6.14. (b) For To the avoidance extent that any material asset of doubtSeller utilized in connection with the Business on a non-exclusive basis, neither the failure to transfer including a Contract that is not an Assigned Contract (a “Shared Contract”), or any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.09, Buyer and Seller shall provide, pursuant to the Transition Services Agreement or Excluded Liability or any claim, rightSection 6.16, or benefit arising thereunder use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or resulting therefrom subcontracting) to provide, to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Shared Contract or Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto; provided that Buyer acknowledges that certain human resources, shall result in any adjustment travel, corporate development, commercial banking, legal, accounting, finance, vendor management, insurance and tax-related functions provided to the AGCO Payment (Business by the Seller will be taken over by Buyer at the Closing. Buyer shall, as defined below).agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Shared Contract or Purchased Asset and all income, proceeds and other monies received by Seller to the extent related to such Shared Contract or Purchased Asset in connection with the arrangements under this Section

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.06, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any CTP Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the CTP Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company satisfaction or waiver of the conditions contained in Article VI, the CTP Closing shall occur notwithstanding the foregoing without any adjustment to the CTP Purchase Price on account thereof. Following the CTP Closing, CTP and its Subsidiaries Buyer shall use commercially reasonable best efforts, and (ii) any consent necessary for the contributionCTP and Buyer shall cooperate with each other, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, obtain any such consent is not obtainedrequired consent, authorization, approval or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Companywaiver, or any release, substitution or amendment required to transfer or assign such CTP Assets and to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of their respective Subsidiariesall parties to such arrangements, as applicableso that, would not in fact receive all any case, Buyer shall be solely entitled to the rights and benefits under, and responsible for such rights or assume such liabilities and obligations, from and after the ClosingCTP Closing Date; provided, thenhowever, that Buyer shall not be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, CTP shall sell, assign, transfer, convey and deliver to Buyer the relevant CTP Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for a period not to exceed the term of the Transition Services Agreementno additional consideration. Applicable sales, Trimble transfer and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate other similar Taxes in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated connection with such Business Assetssale, Excluded Assetsassignment, Assumed Liabilities transfer, conveyance or Excluded Liabilities, or any claim, right, benefit or obligation license shall be paid in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or Section 5.07(h) of the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithMTA. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, CTP Asset and/or Assumed Liability cannot be transferred to Buyer following the CTP Closing pursuant to this Section 2.06, Buyer and CTP shall use commercially reasonable best efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such CTP Asset and/or Assumed Liability to Buyer as of the CTP Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for CTP pay, perform and discharge fully the liabilities and obligations of CTP thereunder from and after the CTP Closing Date. To the extent permitted under applicable Law, CTP shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such CTP Asset and all income, proceeds and other monies received by CTP to the AGCO Payment (as defined below)extent related to such CTP Asset in connection with the arrangements under this Section 2.06. CTP shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such CTP Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.06 shall not apply to any consent or approval required under any Antitrust Law, which consent or approval shall be governed by Section 5.04 of the MTA.

Non-Assignable Assets. (a) Notwithstanding any other provision of Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement shall not constitute an agreement or an attempted agreement to contributetransfer, conveysublease or assign any contract, assignlicense, transfer lease, commitment, sales order, purchase order or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilitiesother agreement, or any claim, right, claim or right of any benefit or obligation arising thereunder or resulting therefrom, therefrom if an any such attempted contribution, conveyance, assignment, transfer, delivery sublease or assumption assignment thereof, or an agreement to do any of the foregoing, without the consent of a third any other party (including any Governmental Entity)thereto, would constitute a material breach or other material contravention thereof or a material violation in any way affect the rights of LawPurchaser thereunder. Trimble Seller shall, between the date hereof and shall cause its controlled Affiliates tothe Closing Date and, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contributionif requested by Purchaser, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on after the Closing Date, use commercially reasonable efforts to obtain the consent of any party or parties to any such contracts, licenses (other than licenses of commercially available off-the-shelf software, firmware, or other intellectual property in-licensed or acquired by Seller (or any Affiliate thereof) and used in the ordinary course of the Business), leases, commitments, sales orders, purchase orders or other agreement included in the Purchased Assets to the transfer, sublease or assignment thereof by Seller to Purchaser, in all cases in which such consent is required for transfer, sublease or assignment; provided that nothing in this paragraph shall be construed as requiring Seller to make any payments to such parties not expressly contemplated by the contract, license, lease, commitment sales order, purchase order or other agreement, including without limitation (1) out-of-pocket costs incurred in gathering information and making filings with any governmental authority, (2) fees and penalties charged by any governmental authority, and (3) fees and penalties charged by any other person. In the event that any such consent is not obtained, and other than with respect to any contract, license, lease, commitment, sales order, purchase order or if an attempted contributionother agreement with the customers or suppliers of Seller, conveyanceSeller shall, assignmentat the request of Purchaser and to the extent it is reasonably practicable to do so, transfer, delivery deliver or assumption thereof would enter into such further agreements or instruments as may reasonably be ineffective necessary or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not appropriate to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue permit Purchaser to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain enjoy the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Companycontract, or any of their respective Subsidiarieslicense, as applicablelease, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Assetcommitment, Excluded Assetsales order, Assumed Liability or Excluded Liabilitypurchase order, agreement, claim, or right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser of any other provision Purchased Asset would result in a violation of applicable law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the contraryClosing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, thereof; provided, however, that, subject to the satisfaction or waiver of the conditions contained in ARTICLE VIII, the Closing shall occur notwithstanding the foregoing without any Business adjustment to the Purchase Price on account thereof. Following the Closing, Seller and Purchaser shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any agreements or in connection with any liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Purchaser shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Seller nor Purchaser shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Purchaser the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. (b) To the extent that any Purchased Asset or Assumed Liability cannot be transferred to Purchaser following the Closing pursuant to this Section 2.4, Purchaser and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable law, operational equivalent of the transfer of such Purchased Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption Purchaser as of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation and the performance by Purchaser of Law, so that Trimble or the Company, or any of their respective Subsidiariesits obligations with respect thereto. Purchaser shall, as applicableagent or subcontractor for Seller pay, would not in fact receive all such rights or assume such obligations, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the ClosingClosing Date. To the extent permitted under applicable law, thenSeller shall, at Purchaser’s expense, hold in trust for a period not and pay to exceed the term of the Transition Services AgreementPurchaser promptly upon receipt thereof, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any Purchased Asset and all of their rights against a third party (including any Governmental Entity) associated with such Business Assetincome, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, proceeds and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all other monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or Seller to the extent related to such Purchased Asset in connection with the transactions described in arrangements under this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, 2.4. Seller shall be borne by permitted to set off against such amounts all reasonable direct costs associated with the Company; provided that, without the consent retention and maintenance of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithsuch Purchased Assets. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) 2.5.1. Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall does not constitute an agreement to contributeassign or transfer any Transferred Contract or other Transferred Asset that is not assignable or transferable without the Consent of any Person, conveyother than Seller, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company Purchaser or any of their respective SubsidiariesAffiliates, any Business Assets, Excluded Assets, Assumed Liabilities to the extent that such Consent has not been obtained prior to the Closing or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), assignment thereof would constitute a material breach or other material contravention thereof of such Transferred Asset or in any way adversely affect the rights of Purchaser or Seller thereunder (a material violation of Law“Non-Assignable Asset”). Trimble shallSeller will use, for nine months following the Closing, commercially reasonable efforts to obtain, and shall cause its controlled Affiliates toPurchaser will assist and cooperate with Seller in connection with obtaining, use its reasonable best efforts to obtain prior to Closing (i) any consent all necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability consents to the Company assignment and its Subsidiaries and transfer of such Non-Assignable Assets, it being understood that (iia) any consent necessary for none of the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, Parties or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not Affiliates will be required to exceed the term of the Transition Services Agreement, Trimble and the Company, or pay money to any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Third Party, cooperate in a mutually agreeable arrangement under which Trimble commence any litigation or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. Third Party and (b) to the extent the foregoing requires any action by Seller or any Affiliate that would, or would continue to, affect the Business after the Closing, such action requires the prior written consent of Purchaser, which Purchaser shall not unreasonably withhold, delay or condition. Upon obtaining the requisite Third Party consents thereto, such Transferred Contract and other Transferred Assets will be transferred and assigned to Purchaser hereunder and the Parties will execute such documents or instruments of conveyance or assumption and take such further acts, which are reasonably necessary or desirable to effect the transfer of the relevant Transferred Contract or Transferred Asset. 2.5.2. For nine months after Closing and until the avoidance requisite consent is obtained and the Non-Assignable Asset can be transferred or assigned to Purchaser without adversely affecting the rights of doubtPurchaser or Seller thereunder, neither Seller and Purchaser shall cooperate in a mutually agreeable arrangement under which Purchaser would obtain the failure benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to transfer Purchaser, or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any Business Assetand all rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller under any Transferred Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom . Notwithstanding anything to the Company, nor the indemnification rights of the Company contrary set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)extent that any Assumed Liability relates to any Non-Assignable Asset, such Assumed Liability will be deemed to be an Excluded Liability unless and until such Non-Assignable Asset is transferred and assigned to Purchaser or Purchaser obtains the benefit of such Non-Assignable Asset under this Section 2.5.2, at which point it will no longer be deemed to be an Excluded Liability.

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimblethe Purchaser, Company the Companies or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assets or Assumed Liabilities or Excluded Liabilitiesother than in respect of a Shared Contract, or any claim, right, benefit or obligation arising thereunder or resulting therefromtherefrom (each, a “Non-Assigned Asset”), if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including (i) any Governmental EntityAuthority and (ii) any landlord under any applicable Real Property Lease (a “Landlord Consent”)), would constitute a material breach or other material contravention thereof or a material violation of LawLaw or would in any way require the payment of fees or additional amounts thereunder or materially and adversely affect the rights of the Companies or any of their respective Subsidiaries (as assignee or transferee of the applicable transferor, or otherwise) thereto or thereunder, unless and until such consent is obtained or such payment requirements are waived. Trimble Sellers shall, and shall cause its controlled Affiliates their respective Subsidiaries to, use its commercially reasonable best efforts to obtain prior to Closing (i) any consent necessary (including any Landlord Consent with respect to the assignment of any Real Property Lease) for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business such Non-Assigned Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for Companies or their respective Subsidiaries, as applicable, as promptly as reasonably practicable following the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries)date hereof. If, on as of the Closing DateClosing, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble Law or would require the Company, payment of fees or additional amounts thereunder or materially and adversely affect the rights or obligations of the Companies or any of their respective Subsidiaries, as applicable, thereto or thereunder so the Companies or any of their Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble Sellers and the Company, Companies or any of their respective Subsidiaries, as applicable, shall continue (A) for a period not to exceed twelve (12) months from the Closing Date, use their respective commercially reasonable best efforts and cooperate in good faith to obtain such consent andconsents or waivers, as applicable, as promptly as practicable and (B) until the earlier of (1) transfer or assignment of such Contract is contributedNon-Assigned Asset to the Companies or any of their Subsidiaries, conveyed, assigned, transferred, delivered or assumed by (2) twelve (12) months after the appropriate PartyClosing Date, cooperate in good faith to implement a mutually agreeable arrangement under which Trimble or the Company, Companies or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-third party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Non-Assigned Asset in accordance with this AgreementAgreement (in each case solely to the extent any such obligations and economic burdens constitute Assumed Liabilities), including subcontracting, sublicensing or subleasing to Trimble or the Company, Companies or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, Companies or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental EntityAuthority) associated with such Business Non-Assigned Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble the Companies or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Non-Assigned Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a2.02(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble Sellers and the Company Companies after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall notpaid in full by, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithbe the sole obligation of the Purchaser. (b) In the event that the Closing proceeds without the sale, assignment, sublease, sublicense, transfer, conveyance or delivery of a Non-Assigned Asset that is a Shared Contract and the Parties have not entered into an arrangement to formally divide, modify or replicate such Shared Contract as contemplated by Section 6.03(b) prior to such time, Sellers and Purchaser shall use commercially reasonable efforts and cooperate with each other in any mutually agreeable, commercially reasonable and lawful arrangement under which Purchaser or its designated Affiliate shall obtain, for up to the expiration of a single renewal term beyond the then current term or earlier termination of such Shared Contract, the economic claims, rights and benefits of the Business Portion of such Shared Contract. Such arrangement may include subcontracting, sublicensing or subleasing to Purchaser or its designated Affiliate of any and all rights of Sellers or its applicable Affiliate under the Business Portion of such Shared Contract to the extent not prohibited, consented to or waived under such Shared Contract, or Sellers or its designated Affiliate acting as reseller on behalf of Purchaser or its applicable Affiliate. To the extent Purchaser or its designated Affiliate receives the economic claims, rights and benefits under the Business Portion of such Shared Contract, Purchaser or its designated Affiliate shall be responsible for the Assumed Liabilities, if any, arising under the Business Portion of such Shared Contract. For the avoidance of doubt, the expiration or termination of any right of Purchaser or Sellers under any Shared Contract shall in no way limit any of the obligations of either Party under the Transition Services Agreement. (c) For the avoidance of doubt, neither the no failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom Non-Assigned Asset to the Company, nor the indemnification rights of the Company set forth hereinCompanies, shall in and of itself, but subject to compliance with Section 2.02(a), result in (x) any adjustment to the AGCO Payment Purchase Price, (as defined below)y) any breach of any representation, warranty, covenant, or agreement contained in this Agreement, or (z) any failure of a closing condition contained in this Agreement.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.09, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver was not obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, thereof (unless Buyer notifies Seller that any such Purchased Asset should be transferred or assigned notwithstanding the absence of a requisite consent); provided, however, that the Closing is occurring notwithstanding the foregoing without any Business Asset or Assumed Liability adjustment to the Company Purchase Price on account thereof. Following the Closing, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all Liabilities and obligations under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall, to the extent not previously sold, assigned, transferred, conveyed or delivered to Buyer, sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company license shall be paid one-half by Buyer and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed one-half by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Seller in accordance with this AgreementSection 6.04. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, including subcontractingAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithUNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.09, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for Seller, pay, perform and discharge fully the Liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the AGCO Payment (extent related to such Purchased Asset in connection with the arrangements under this Section 2.09. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.09 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law. For purposes of this Section 2.09(b) only, Mixed Contracts will be treated as defined below)if they were Purchased Assets such that Buyer realizes the benefit of the bargain with respect to the Mixed Contracts to the extent applicable to the Business.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.07, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, conveyance or delivery or assumption of thereof; provided, however, the Closing shall occur notwithstanding the foregoing without any Business Asset or Assumed Liability adjustment to the Company Purchase Price on account thereof. Following the Closing, Seller and its Subsidiaries Buyer shall use commercially reasonable efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the contributionClosing Date; provided, conveyancehowever, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed paid by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Buyer in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith6.01. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.07, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for Seller, pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section 2.07. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets.

Non-Assignable Assets. (a) Notwithstanding any other provision of Nothing in this Agreement to nor the contrary, this Agreement consummation of the transactions contemplated hereby shall not constitute be construed as an attempt or agreement to contributeassign any Acquired Asset, convey, assign, transfer which by its terms or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, by Law is non-assignable without the consent of, or other action by, a Third Party or a Regulatory Authority or is cancelable by a Third Party (or would otherwise adversely affect the rights of a third party the Company or Seller thereunder) in the event of an assignment of such an asset (including any Governmental Entitythe “Non-Assignable Assets”), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, unless and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any until such consent is not obtained, shall have been obtained or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, other requisite action shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithhave been taken. (b) For To the avoidance extent permitted by applicable Law, in the event that written consents to the assignment of doubta Non-Assignable Asset cannot be obtained prior to the Closing, neither the failure Selling Parties shall, on behalf of the Company, (i) provide to transfer the Company the benefits of the Non-Assignable Asset in question accruing after the Closing Date; (ii) cooperate in any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom reasonable and lawful arrangement designed to provide such benefits to the Company; and (iii) enforce, nor at the indemnification request and expense of the Company and for the account of the Company, any rights of the Selling Parties arising from any such Non-Assignable Asset; and the Selling Parties will promptly pay to the Company all monies received by the Selling Parties under such Non- Assignable Asset. So long as the Company is provided the benefit of any such Non-Assignable Asset pursuant to its terms, the Company will perform or discharge, on behalf of the Selling Parties, the Selling Parties’ obligations and liabilities under each such Non-Assignable Asset in accordance with the provisions thereof except for any obligations and liabilities under each such Non-Assignable Asset that constitute an Excluded Liability. This Section 2.6(b) will not be construed to require the Selling Parties or the Company to assume any additional Liability hereunder or to perform under or assume any obligations with respect to such Non-Assignable Assets in excess of those required by the terms of such Non-Assignable Assets. Once a necessary consent is obtained, the applicable Non-Assignable Asset will be deemed to have been automatically transferred to the Company on the terms set forth herein, shall result in any adjustment this Agreement with respect to the AGCO Payment Acquired Assets transferred and assumed at the Closing, and consistent with the foregoing, the obligations pursuant to the applicable Non-Assignable Asset will be deemed to be Assumed Liabilities, and the rights pursuant to the applicable Non-Assignable Asset will be deemed to be Acquired Assets. (as defined below)c) As of and from the Closing Date, the Selling Parties on behalf of themselves and their Affiliates authorize the Company, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at the Company’s expense, to perform all the obligations and receive all the benefits of each such Selling Party or such party’s respective Affiliates under the Non-Assignable Assets.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 5.5, to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyanceextent that the sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, to Buyer of any Business Purchased Asset would result in a violation of applicable Law, or Assumed Liability would require the consent, authorization, approval or waiver of a Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Company and its Subsidiaries and (ii) any consent necessary for the contributionClosing, conveyancethis Agreement will not constitute a sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtaineddelivery, or if an attempted contribution, conveyancesale, assignment, transfer, delivery conveyance or assumption thereof would be ineffective delivery, thereof; provided, however, that, subject to the satisfaction or a violation waiver of Lawthe conditions contained in Article VI, the Closing will occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Sellers and Buyer will use commercially reasonable efforts, and will cooperate with each other, to obtain any such required consent, authorization, approval or waiver of all parties, so that Trimble or the Companythat, or in any of their respective Subsidiariescase, as applicable, would not in fact receive all Buyer will be solely responsible for any liabilities and obligations related to such rights or assume such obligations, arrangements from and after the ClosingClosing Date; provided, thenhowever, for a period not that neither Party will be required to exceed the term of the Transition Services Agreementmake any payments, Trimble and the Company, or incur any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent, authorization, approval or waiver, other than the incurrence of incidental expenses relating to obtaining any such consent, authorization, approval or waiver, except and only to the extent that Buyer agrees to reimburse and make whole Sellers for any payment or other accommodation made by Sellers at Buyer’s request. Once such consent, authorization, approval or waiver is obtained, Sellers will sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval or waiver relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection therewithwith such sale, assignment, transfer, conveyance or license will be borne by Sellers in accordance with Section 5.3(a). (b) For To the avoidance of doubtextent that any Purchased Asset cannot be transferred to Buyer following the Closing pursuant to this Section 5.5, neither the failure Buyer and Sellers will use commercially reasonable efforts to transfer any Business Assetenter into such arrangements (such as subleasing, Excluded Asset, Assumed Liability sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the CompanyParties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer will, shall result as agent or subcontractor for Sellers pay, perform and discharge fully the liabilities and obligations of Sellers thereunder from and after the Closing Date. To the extent permitted under applicable Law, Sellers will, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Sellers to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section 5.5.

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute a sale, assignment, or transfer of any Purchased Asset if such sale, assignment, or transfer: (i) violates applicable Law; or (ii) without the consent or waiver of a Person who is not a party to this Agreement or an agreement Affiliate of a party to contributethis Agreement would result in a breach or violation of an Assigned Contract, conveyresult in the termination, cancellation, or revocation of an Assigned Contract, or result in the creation of any lien on any Purchased Asset, and such consent or waiver has not been obtained prior to the Closing. (b) Following the Closing, Seller and Buyer shall use [***] efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution, or amendment required to assign all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities; [***]. Once such consent, waiver, release, substitution, or amendment is obtained, Seller shall promptly sell, assign, and transfer or deliver toto Buyer the relevant Purchased Asset to which such consent, waiver, release, substitution, or amendment relates [***]. (c) To the extent that any Purchased Asset or Assumed Liability cannot be transferred to have assumed byBuyer pursuant to this Section 1.08, any of TrimbleBuyer and Seller shall use [***] efforts to enter into such arrangements (such as subleasing, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilitiessublicensing, or any claimsubcontracting) to provide to the parties the economic and, rightto the extent permitted under applicable Law, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any operational equivalent of the foregoing, without the consent transfer of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business such Purchased Asset or Assumed Liability to Buyer as of the Company Closing. Buyer shall, to the extent it receives the benefits of the applicable Purchased Asset, as agent or subcontractor for Seller, pay, perform, and its Subsidiaries discharge fully the liabilities and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded obligations related to such Purchased Asset or Excluded Assumed Liability from CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Xxxxx’s expense, hold in trust for and pay to Trimble or its controlled Affiliates (Buyer promptly upon receipt thereof, all income, proceeds, and other than the Company monies received by Seller from and its Subsidiaries). If, on after the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or to the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or extent related to such Purchased Asset in connection with the transactions described in arrangements under this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith1.08. [***]. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of Nothing in this Agreement to nor the contrary, this Agreement consummation of the Transactions contemplated hereby shall not constitute be construed as an attempt or agreement to contributesell, conveytransfer, assign, transfer convey or deliver toany asset, property or right to have assumed byAcquisition Sub (provided, that this Section 2.6(a) shall not affect whether any of Trimbleasset, Company property or right shall be deemed to be an Acquired Asset for any of their other purpose under this Agreement) or for Acquisition Sub and its respective Subsidiariessuccessors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or nonassignable, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoingas applicable, without the consent or waiver of a third party or is cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have been obtained (including any Governmental Entitycollectively, “Non-Assignable Assets”), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble . (b) Each Seller shall, and shall cause its controlled Affiliates Subsidiaries to, use its and their commercially reasonable best efforts to obtain obtain, or to cause to be obtained, any consent or waiver that is required for such Seller and its Subsidiaries to sell, transfer, assign, convey and deliver the Acquired Assets to Acquisition Sub pursuant to this Agreement. To the extent permitted by applicable Law, in the event any such consent or waiver cannot be obtained prior to Closing Closing, (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company Non-Assignable Assets subject thereto and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would affected thereby shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiariesheld, as applicable, would not in fact receive all such rights or assume such obligations, of and from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain by such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate Seller in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce trust for the benefit of Trimble or the CompanyAcquisition Sub, or any of their respective Subsidiaries, as applicable, any and all benefits and obligations existing thereunder shall be for Acquisition Sub’s account, (ii) Acquisition Sub shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of their rights against a third party (including any Governmental EntitySeller) associated all of the covenants and obligations of such Seller incurred after the Closing with respect to such Business Non-Assignable Asset, Excluded Asset, Assumed Liability (iii) such Seller shall take or Excluded Liability, claim, right, benefit cause to be taken at its own expense such actions in its name or obligationotherwise as Buyer may reasonably request so as to provide Acquisition Sub with the benefits of such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and the applicable transferor would promptly pay over to Trimble Acquisition Sub all money or the Company, or any of their respective Subsidiaries, as applicable, when received all monies other consideration received by them it in respect of such Non-Assignable Assets, and (net iv) Buyer and such Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble Agreement and the Company after the Closingother Transaction Agreements. If and when such consent or waiver is obtained, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall notsuch Seller shall, and shall cause its controlled Affiliates not Subsidiaries to, offer or grant any accommodation (financial or otherwise) sell, transfer, assign, convey and deliver such Non-Assignable Asset to any third party in connection therewithAcquisition Sub for no additional consideration. (bc) For As of and from the avoidance Closing Date, each Seller authorizes (and shall cause each of doubtits Subsidiaries to authorize) Acquisition Sub, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor extent permitted by applicable Law and the indemnification rights terms of the Company set forth hereinNon-Assignable Assets, shall result in any adjustment at Acquisition Sub’s expense, to perform all the AGCO Payment (as defined below)obligations and receive all the benefits of such Seller and its Subsidiaries under the Non-Assignable Assets.

Non-Assignable Assets. (a) 2.11.1 The Seller Parties will use their commercially reasonable efforts to obtain and maintain, prior to the Closing, all consents, approvals and waivers required under any Purchased Asset to consummate the transactions contemplated by this Agreement pursuant to Section 8.2(c). Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.11, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to the Purchaser of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a Party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof. Following the Closing, the Seller Parties and the Purchaser shall use commercially reasonable efforts, and shall cooperate with each other, to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, obtain any such consent is not obtainedrequired consent, authorization, approval or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Companywaiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of their respective Subsidiariesall parties to such arrangements, as applicableso that, would not in fact receive all any case, the Purchaser shall be solely responsible for such rights or assume such obligations, Liabilities from and after the Closing; provided, thenhowever, for a period not that neither any Seller Party nor the Purchaser shall be required to exceed the term pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, such Purchased Asset shall, by application of the Transition Services AgreementSection 2.1, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyedbe automatically transferred, assigned, transferredconveyed and delivered to the Purchaser, delivered or assumed without the need for any further action by the appropriate any Party, and for no additional consideration. 2.11.2 To the extent that any Purchased Asset and/or Assumed Liability cannot be transferred to the Purchaser following the Closing pursuant to this Section 2.11, the Seller Parties shall, following the Closing Date, use commercially reasonable efforts to enter into any reasonable arrangements and shall cooperate with the Purchaser in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, reasonable arrangements (such as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontractingsubleasing, sublicensing or subleasing subcontracting) designed to Trimble or provide to the CompanyParties the economic and, or any to the extent permitted under applicable Law, operational equivalent of their the transfer of such Purchased Asset and/or Assumed Liability to the Purchaser as of the Closing and the performance by the Purchaser of its respective Subsidiariesobligations with respect thereto. The Purchaser shall, as applicable, agent or under which subcontractor for the applicable transferors would enforce for Seller, pay, perform and discharge fully the benefit Liabilities of Trimble or the Companyapplicable Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, or any of their respective Subsidiariesthe applicable Seller shall, as applicableat the Purchaser’s expense, any hold in trust for, and (a) such Seller shall pay to the Purchaser promptly upon receipt thereof, such Purchased Asset and all of their rights against a third party (including any Governmental Entity) associated with such Business Assetincome, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, proceeds and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all other monies received by them (net of any applicable Taxes) under any such Business Seller to the extent related to such Purchased Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubtPurchaser shall pay to such Seller promptly, neither the failure to transfer any Business Asset, Excluded Asset, all amounts owed under such Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Companyextent related to such Assumed Liability, nor each in connection with the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)arrangements under this Section 2.11.

Non-Assignable Assets. (a) Notwithstanding any other provision of Nothing in this Agreement to nor the contrary, this Agreement consummation of the Transactions contemplated hereby shall not constitute be construed as an attempt or agreement to contributesell, conveytransfer, assign, transfer convey or deliver toany asset, property or right to have assumed by, any of Trimble, Company Buyer or any of its Subsidiaries (provided, that this Section 1.6(a) shall not affect whether any asset, property or right shall be deemed to be a Transferred Asset for any other purpose under this Agreement, including for purposes of Article 4) or for Buyer or any of its Subsidiaries and their respective Subsidiariessuccessors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoingas applicable, without the consent or waiver of a third party or is cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have been obtained (including any Governmental Entitycollectively, the “Non-Assignable Assets”), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble . (b) Seller shall, and shall cause its controlled Affiliates Subsidiaries to, use its and their commercially reasonable best efforts to obtain prior obtain, or to Closing cause to be obtained, any consent or waiver that is required for Seller and its Subsidiaries to sell, transfer, assign, convey and deliver the Transferred Assets to Buyer and its Subsidiaries pursuant to this Agreement. Notwithstanding anything to the contrary herein, if the third party to any Transferred Asset conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, conditions its agreement to enter into a Replacement Contract upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, or the provision of additional security (including a guaranty) (each, a “Transfer Fee”), (i) any consent necessary Seller shall be responsible for the contribution, conveyance, assignment, transfer, delivery or assumption payment of any Business Transfer Fee for a Transferred Asset or Assumed Liability Replacement Contract that is exclusively related to the Company and its Subsidiaries Business and (ii) any consent necessary the Parties shall share equally in the payment of a Transfer Fee for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded a Transferred Asset or Excluded Liability a Replacement Contract that is not exclusively related to Trimble or its controlled Affiliates the Business; provided that in the case of clause (other than ii), the Company terms of such Transfer Fee shall be subject to both Buyer’s and its Subsidiaries)Seller’s approval, in each case not to be unreasonably withheld. IfTo the extent permitted by applicable Law, on in the Closing Date, event any such consent is consent, waiver or Replacement Contract cannot obtainedbe obtained prior to Closing, or if an attempted contribution(i) the Non-Assignable Assets subject thereto and affected thereby shall be held, conveyanceas of and from the Closing, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble by Seller or the Company, or any of their respective SubsidiariesSelling Subsidiary, as applicable, would not in fact receive trust for the benefit of Buyer, and all such rights benefits and obligations existing thereunder shall be for Buyer’s account, (ii) Buyer shall pay, perform or assume such obligationsotherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, from and in the name of Seller or the Selling Subsidiary) all of the covenants and obligations of Seller or Selling Subsidiary, as applicable, incurred after the ClosingClosing with respect to such Non-Assignable Assets, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, (iii) Seller or any of their respective SubsidiariesSelling Subsidiary, as applicable, shall continue take or cause to use their respective reasonable best efforts be taken at its own expense such actions in its name or otherwise as Buyer may reasonably request so as to obtain provide Buyer with the benefits of such consent andNon-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, until and promptly pay over to Buyer all money or other consideration received by it in respect of such Contract is contributedNon-Assignable Assets, conveyed, assigned, transferred, delivered or assumed by and (iv) the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective SubsidiariesParties, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with purposes of this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, Agreement and the applicable transferor would promptly pay to Trimble other Transaction Agreements. If and when such consent or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the waiver is obtained following Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall notSeller shall, and shall cause its controlled Affiliates not Subsidiaries to, offer sell, transfer, assign, convey and deliver such Non-Assignable Asset to Buyer or grant any accommodation (financial or otherwise) to any third party in connection therewithits applicable Subsidiaries for no additional consideration. (bc) For As of and from the avoidance Closing, Seller and Selling Subsidiary authorize (and shall cause each of doubttheir respective Subsidiaries to authorize) Buyer (and, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Companyextent applicable, nor each of its Subsidiaries), to the indemnification rights extent permitted by applicable Law and the terms of the Company set forth hereinNon-Assignable Assets, shall result in any adjustment at Buyer’s expense, to perform all the AGCO Payment (as defined below)obligations and receive all the benefits of Seller, Selling Subsidiary and their respective Subsidiaries under the Non-Assignable Assets.

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimblethe Company, Company the Buyer, or any of their respective Subsidiaries, any Business Transferred Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of LawLaw or would in any way materially and adversely affect the rights of the Company, the Buyer, or any of their respective Subsidiaries, (as assignee or transferee of the applicable transferor, or otherwise) thereto or thereunder (any such Transferred Asset or Excluded Asset and related claim, right or benefit, a "Non-Assignable Asset" and any such Assumed Liability or Excluded Liability and related claim or obligation, a "Non-Assumable Liability"). Trimble The Company shall, and shall cause its controlled Affiliates Subsidiaries to, use its respective commercially reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business such Transferred Asset or Assumed Liability Liability, or any claim, right or benefit to the Company Buyer or any of its Subsidiaries, as applicable, including without limitation, consent to the entry into the Lease Assignments. The Buyer shall, and shall cause its respective Subsidiaries and (ii) to, use its commercially reasonable efforts to obtain any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any such Excluded Asset Asset, Excluded Liability, or Excluded Liability any claim, right or benefit to Trimble or its controlled Affiliates (other than the Company and or any of its Subsidiaries), as applicable. If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble Law or would materially and adversely affect the rights or obligations of the Company, the Buyer, or any of their respective Subsidiaries, as applicable, would not thereto or thereunder22 (b) Notwithstanding anything to the contrary contained herein, in fact receive all such rights connection with the Parties' efforts to obtain any required consent to enter into the Lease Assignments relating to the Singapore Leases and the Israel Lease, the Company (or assume such obligations, from the applicable Seller) and after the Closing, then, Buyer or its applicable Buyer Designee shall use commercially reasonable efforts to negotiate with the applicable landlord under the Singapore Leases and the Israel Lease the following: (i) an early termination of the Singapore Leases and the Israel Lease effective as of the Closing Date and (ii) a new lease (or leases) with the Buyer or its applicable Buyer Designee as the lessee to replace the Singapore Leases and the Israel Lease for a period commencing on the Closing Date. If the applicable landlord does not consent to exceed the term early termination of the Transition Services AgreementSingapore Leases or the Israel Lease but consents to the Lease Assignments related to the Singapore Leases or the Israel Lease, Trimble the Company (or the applicable Seller) and the Company, Buyer or any of their respective Subsidiaries, as applicable, its applicable Buyer Designee shall continue to use their respective commercially reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered enter into the Lease Assignments and the Buyer or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance its applicable Buyer Designee shall use commercially reasonable efforts to negotiate with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce landlord a new lease (or leases) with the Buyer or its applicable Buyer Designee as the lessee to replace the Singapore Leases and the Israel Lease for a period commencing on December 1, 2020 with respect to the benefit of Trimble or Singapore Leases and October 18, 2020 with respect to the Company, or any of their respective Subsidiaries, as applicable, Israel Lease. If the applicable Company Group Entity party to the Transferred Real Property Lease is not released from any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, obligations and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses liabilities arising out of or related relating to the transactions described in this Section 2.3(a)Transferred Real Property Leases as of the Closing Date, includingthe Buyer hereby covenants and agrees not to (A) exercise any option to renew under the Singapore Leases or otherwise extend the Singapore Leases past the November 30, for 2020 expiration date or (B) exercise any option to renew under the avoidance of doubtIsrael Lease or otherwise extend the Israel Lease past the October 17, 2020 expiration date, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided thateach case, without the prior written consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor with such consent to be granted or withheld in the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).Company's sole and absolute23

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.8, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained before the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, thereof at Closing; provided that, subject to the satisfaction or waiver of the conditions contained in Article VIII, the Closing shall occur notwithstanding the foregoing without any Business adjustment to the Purchase Price on account thereof. Following the Closing for a period of one hundred and twenty (120) days, the Asset Sellers and Buyer shall use commercially reasonable efforts, and shall reasonably cooperate with each other to obtain any such required consent, authorization, approval or waiver, so that Buyer shall be entitled to the rights and benefits of, and shall be solely responsible for the liabilities and obligations arising from or related to such Purchased Asset or Assumed Liability from and after the Closing Date; provided that neither the Asset Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval or waiver is obtained, the Asset Sellers shall and without further action hereby do sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset and Buyer hereby accepts and assumes any such Assumed Liability to which such consent, authorization, approval or waiver relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid in accordance with Section 7.10(i). (b) To the extent that any Purchased Asset or Assumed Liability, or both, cannot be transferred to Buyer following the Closing under this Section 2.8, Buyer and the Asset Sellers shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sub-licensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset or Assumed Liability to Buyer as of the Company Closing and the performance by Buyer of its Subsidiaries and (ii) any consent necessary obligations with respect thereto. Buyer shall, as agent or subcontractor for the contributionAsset Sellers pay, conveyance, assignment, transfer, delivery or assumption perform and discharge fully the liabilities and obligations of any Excluded the applicable Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, Seller thereunder from and after the ClosingClosing Date. To the extent permitted under applicable Law, thenthe Asset Sellers shall, at Buyer’s expense, hold in trust for a period not and pay to exceed the term of the Transition Services AgreementBuyer promptly upon receipt thereof, Trimble such Purchased Asset and the Companyall income, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed proceeds and other monies received by the appropriate PartyAsset Sellers to the extent related to such Purchased Asset in connection with the arrangements under this Section 2.8. Notwithstanding anything herein to the contrary, cooperate in a mutually agreeable arrangement the provisions of this Section 2.8 shall not apply to any consent or approval required under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicableInvestment Canada Act, or under which the applicable transferors would enforce for the benefit of Trimble any antitrust or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithtrade regulation Law. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement (including in Section 2.1), and subject to the provisions of this Agreement Section 2.3, to the contraryextent that the sale, assignment, transfer, conveyance, or delivery (or attempted sale, assignment, transfer, conveyance, or delivery) to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable Law, or would require the consent, authorization, approval, or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval, or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance, or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance, or assumption of delivery, thereof. Following the Closing, the Seller Parties and Buyer shall use commercially reasonable efforts, and shall diligently cooperate with each other, in good faith, to obtain any Business such required consent, authorization, approval, or waiver, required to so sell, transfer, convey or deliver such Purchased Assets or Assumed Liabilities; provided, however, that neither Seller Parties nor Buyer shall be required to pay any consideration to the other party to secure such required consents, authorizations, approvals or waivers. Once such consent, authorization, approval, or waiver is obtained, Seller shall sell, assign, transfer, convey, and deliver to Buyer the relevant Purchased Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contributionwhich such consent, conveyanceauthorization, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtainedapproval, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, waiver relates for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithno additional consideration. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset or Assumed Liability cannot be or Excluded Liability or any claimhas not been transferred to Buyer following the Closing pursuant to Section 2.3(a), rightBuyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights fullest extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset or Assumed Liability to Buyer as of the Closing. Unless expressly prohibited under applicable law, shall result Seller shall, at Seller’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds, and other monies received by Seller to the AGCO Payment (as defined belowextent related to such Purchased Asset and otherwise take such actions necessary to provide such economic and operational benefits in connection with the arrangements under this Section 2.3(b).

Non-Assignable Assets. (a) Notwithstanding any other provision of Neither this Agreement to nor the contrary, this Agreement shall not constitute consummation of the Transactions contemplated hereby will be construed as an attempt or agreement to contributesell, conveytransfer, assign, transfer convey or deliver toany asset, property or right to have assumed by, any of Trimble, Company Buyer or any of their respective Subsidiariesits Subsidiaries (provided, that this Section 1.6(a) will not affect whether any Business Assetsasset, Excluded Assetsproperty or right will, Assumed Liabilities once any required consent or Excluded Liabilitieswaiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) which in each case by its terms or any claimby Law is not transferable or assignable, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoingas applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”). In no case shall “Non-Assignable Assets” include the Business Social Media Accounts. (b) Prior to and for six months after the Closing, Seller shall use its and shall cause its Subsidiaries to use their commercially reasonable efforts to obtain, or to cause to be obtained, any consent or waiver that is required for Seller and its Subsidiaries to sell, transfer, assign, convey and deliver the Purchased Assets to Buyer pursuant to this Agreement. Notwithstanding anything to the contrary herein, if any applicable third party to any Purchased Asset conditions its grant of a consent or waiver (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice, consent or waiver request regarding this Agreement, the payment of a consent fee or other consideration, or the provision of additional security (including a guaranty), Seller shall not be required to make, or to cause its Subsidiaries to make, any such payments or to provide any such additional security. To the extent permitted by applicable Law and the terms of and/or applicable to the applicable Non-Assignable Asset, in the event any such consent or waiver cannot be obtained prior to Closing, from the Closing and until six months after the Closing Date, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Seller in trust for the benefit of Buyer, and all benefits and obligations existing thereunder will be for Buyer’s account, (ii) Buyer shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall take or cause to be taken, subject to the second sentence of this Section 1.6(b), such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of such Non-Assignable Assets and to, using commercially reasonable efforts, effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and to pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets, (iv) Seller shall use commercially reasonable efforts to enforce, at the request of and for the account of Buyer, any rights of Seller arising from such Non-Assignable Assets against any third party (including any Governmental EntityAuthority), would constitute a material breach including the right to elect to terminate in accordance with the terms thereof upon the advice of Buyer, and (v) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of this Agreement and the Transaction Documents. If and when such consent or other material contravention thereof or a material violation of Law. Trimble waiver is obtained, Seller shall, and shall cause its controlled Affiliates Subsidiaries to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignmentsell, transfer, delivery or assumption of any Business assign, convey and deliver such Non-Assignable Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble Buyer or its controlled Affiliates applicable Subsidiaries for no additional consideration. (other than the Company c) As of and its Subsidiaries). If, on from the Closing Date, any such consent is not obtainedSeller authorizes (and shall cause each of its applicable Subsidiaries to authorize) Buyer (and, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or to the Company, or any of their respective Subsidiaries, as extent applicable, would not in fact receive all such rights or assume such obligationseach of its Subsidiaries), from and after to the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble extent permitted by applicable Law and the Companyterms of and/or applicable to the Non-Assignable Assets, or any of their respective Subsidiariesat Buyer’s expense, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume perform all the obligations and bear receive all the economic burdens associated with such Business benefits of Seller and its Subsidiaries under the Non-Assignable Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.08, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assigned Contract would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a 22 party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, thereof. Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to transfer any such Purchased Assets and Assigned Contracts and novate all liabilities and obligations under such Assigned Contracts or Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any Business case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor; provided further, that in the event that any required third party consent, authorization, approval or wavier for any Purchased Asset or Assumed Liability Assigned Contract is not obtained, Seller shall cooperate with Buyer to seek to provide Buyer with the Company and its Subsidiaries and benefits of such underlying Purchased Asset or Assigned Contract at no additional cost to Buyer until the earlier of (i) the date such consent, authorization, approval, waiver, release, substitution or amendment is obtained; (ii) any consent necessary the term of the applicable Assigned Contract expires; or (iii) except as otherwise specified in the Transition Services Agreement, nine (9) months following the Closing, with Buyer being responsible for the contributionperformance of any of Seller’s obligations accruing thereunder from and after the Closing. Once such consent, conveyanceauthorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company license shall be borne equally by Seller and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation Buyer in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below6.07(a).

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to contributea sale, conveyassignment or transfer of any Purchased Asset if such sale, assign, transfer assignment or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing : (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery violates applicable Law; or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any requires the consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption waiver of any Excluded Asset a Person who is not a party to this Agreement or Excluded Liability an Affiliate of a party to Trimble or its controlled Affiliates (other than the Company this Agreement and its Subsidiaries). If, on the Closing Date, any such consent is or waiver has not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after been obtained prior to the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under the Atlas MSA or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, Seller shall sell, assign and transfer to Buyer the relevant Purchased Asset to which such consent, waiver, release, substitution or amendment relates for no additional consideration. For the avoidance of doubt, neither applicable sales, transfer and other similar Taxes or fees incurred or imposed in connection with such sale, assignment or transfer shall be economically borne and paid equally by Buyer and Seller in accordance with Section 5.03. (c) To the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset or Assumed Liability cannot be transferred to Buyer pursuant to this Section 1.07, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing. Buyer shall, shall result as agent or subcontractor for Seller, pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, each Party shall, at the other Party’s expense, hold in any adjustment trust for and pay to the AGCO Payment (as defined below)other Party promptly upon receipt thereof, all income, proceeds and other monies received by such Party from and after the Closing Date, to the extent related to such Purchased Asset in connection with the arrangements under this Section 1.07. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets.

Non-Assignable Assets. (a) Notwithstanding anything contained in this Agreement or any other provision of this Agreement agreement to the contrary, nothing in this Agreement or any other agreement shall not constitute be construed as an agreement attempt by Seller or its Affiliates to contribute, convey, assign, transfer or deliver to, assign to Buyer or to have assumed by, its Affiliates any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefromasset, if an attempted contribution, conveyance, assignment, transfer, delivery by its terms such asset is not transferable or assumption thereof, or an agreement to do any of the foregoing, assignable without the consent Consent of another party or parties unless such Consent shall have been given. If the transfer or assignment of such asset by Seller or its Affiliates to Buyer or its Affiliates requires the Consent of a third party and such third-party Consent is not obtained prior to the Closing, the parties shall proceed with the Closing, the parties shall use commercially reasonable efforts to obtain such third-party Consent after the Closing and, until such time as it shall have been obtained, the parties shall cooperate to provide that Buyer and/or its Affiliate shall receive the benefits under such asset which and when it would be entitled if such third-party Consent had been obtained at or prior to the Closing; provided, that (including a) Seller will promptly pay to Buyer when received all monies received by Seller or any Governmental Entity), would constitute a material breach Affiliate under any such Purchased Asset or other material contravention thereof any claim or a material violation of Law. Trimble right or any benefit arising thereunder and (b) Buyer shall, and shall cause its controlled Affiliates to, use its reasonable best efforts pay, satisfy and perform the corresponding Liabilities relating to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability such asset to the Company extent that and at the time when Buyer and/or its Subsidiaries Affiliates would have been responsible therefor if such third-party Consent had been obtained, and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability such asset assigned to Trimble Buyer or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after Affiliate at the Closing, then, and such Liabilities shall be deemed Assumed Liabilities for a period not to exceed the term purposes of the Transition Services this Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain . Once such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party ContractsConsent is obtained, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall notSeller shall, and shall cause its controlled Affiliates not to, offer transfer and assign to Buyer or grant its Affiliate, and Buyer shall, and shall cause its Affiliates to, accept and assume from Seller or its Affiliate, as applicable, such asset at no additional cost. Except as set expressly forth in this Section 5.7, Buyer acknowledges and agrees that Seller and its Affiliates shall not have any accommodation Liability whatsoever (financial or otherwiseincluding any Liability under Article 9) to Buyer or any third party in connection therewith. (b) For the avoidance of doubt, neither its Affiliates arising out of or relating to the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)obtain such third-party Consent.

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, assign any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, Acquired Asset if an attempted contribution, conveyance, such assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity)thereto, would constitute a material breach or other material contravention thereof of such Acquired Asset or a material violation in any way materially adversely affect the rights of LawBuyer or the Companies thereunder. Trimble shallThe parties hereto will use their commercially reasonable efforts (but without any payment of money other than filing, recordation or similar fees, which shall be shared equally by the Companies and shall cause its controlled Affiliates to, use its reasonable best efforts the Buyer) to obtain prior the consent of the other parties to Closing (i) any consent necessary such Acquired Asset for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability assignment thereof to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries)Buyer as Buyer may request. If, on the Closing Date, any If such consent is not obtainedobtained prior to the Closing, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption assignment thereof would be ineffective or a violation would materially adversely affect the rights of Law, the applicable Company thereunder so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, Buyer would not in fact receive all such rights or assume and benefits unless expressly waived by Buyer, such obligationsCompany and Buyer will cooperate in a mutually agreeable, from contractually permissible and commercially reasonable arrangement under which, after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, Buyer would obtain the benefits (including contractual rights) and assume the obligations and bear with respect to the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation relevant Acquired Asset in accordance with this Agreement, including subcontractingsub-contracting, sublicensing or subleasing to Trimble or the Companysub-licensing, or any of their respective Subsidiaries, as applicablesub-leasing to Buyer, or under which the applicable transferors such Company would enforce for the benefit of Trimble Buyer or the its assignee, with Buyer assuming such Company, or any of their respective Subsidiaries, as applicable’s obligations, any and all rights of their rights such Company against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligationthereto, and the applicable transferor would promptly such Company shall hold in trust for and pay to Trimble or the CompanyBuyer promptly upon receipt thereof, all income, proceeds and other monies received by such Company or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under its Affiliates in connection with any such Business Assetarrangements; provided, Excluded Assethowever, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, foregoing shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither apply if the failure to transfer obtain any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or such consent causes a failure of any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company conditions to Closing set forth herein, in which case the Closing shall result in any adjustment proceed only if such failed condition is waived by the party entitled to the AGCO Payment (as defined below)benefit thereof in accordance with the terms of this Agreement.

Non-Assignable Assets. 21471555v.18 (a) Notwithstanding any other provision anything to the contrary in this Agreement (including in Section 2.1), and subject to the provisions of this Agreement Section 2.3, to the contraryextent that the sale, assignment, transfer, conveyance, or delivery, or attempted sale, assignment, transfer, conveyance, or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of applicable law, or would require the consent, authorization, approval, or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any governmental authority), and such consent, authorization, approval, or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance, or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance, or assumption of delivery, thereof. Following the Closing, Seller, and Buyer shall use commercially reasonable efforts, and shall diligently cooperate with each other, in good faith, to obtain any Business such required consent, authorization, approval, or waiver, required to so sell, transfer, convey or deliver such Purchased Assets or Assumed Liabilities; provided, however, that neither Sellers nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, or waiver is obtained, Sellers shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contributionwhich such consent, conveyanceauthorization, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtainedapproval, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, waiver relates for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithno additional consideration. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset or Assumed Liability cannot be or Excluded Liability has not been transferred to Buyer following the Closing pursuant to Section 2.3(a), Buyer and Sellers shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights fullest extent permitted under applicable law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset or Assumed Liability to Buyer as of the Closing (but effective as of the Effective Date). Unless expressly prohibited under applicable law, shall result Sellers shall, at Sellers' expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds, and other monies received by Sellers to the AGCO Payment (as defined belowextent related to such Purchased Asset and otherwise take such actions necessary to provide such economic and operational benefits in connection with the arrangements under this Section 2.3(b).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.06, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Hong Kong Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Hong Kong Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company satisfaction or waiver of the conditions contained in Article VI, the Hong Kong Closing shall occur notwithstanding the foregoing without any adjustment to the Hong Kong Purchase Price on account thereof. Following the Hong Kong Closing, Meizhou Seller and its Subsidiaries Buyer shall use commercially reasonable best efforts, and (ii) shall cooperate with each other, to obtain any consent necessary such required consent, authorization, approval or waiver, or any release, substitution or amendment required to transfer or assign such Hong Kong Assets and to novate all liabilities and obligations under any and all Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely entitled to the rights and benefits under, and responsible for such liabilities and obligations from and after the contributionHong Kong Closing Date; provided, conveyancehowever, that Buyer shall not be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Meizhou Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Hong Kong Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, delivery conveyance or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would license shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation paid in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or Section 5.07(h) of the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithMTA. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Hong Kong Asset and/or Assumed Liability cannot be transferred to Buyer following the Hong Kong Closing pursuant to this Section 2.06, Buyer and Meizhou Seller shall use commercially reasonable best efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Hong Kong Asset and/or Assumed Liability to Buyer as of the Hong Kong Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for Meizhou Seller pay, perform and discharge fully the liabilities and obligations of Meizhou Seller thereunder from and after the Hong Kong Closing Date. To the extent permitted under applicable Law, Meizhou Seller shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Hong Kong Asset and all income, proceeds and other monies received by Meizhou Seller to the AGCO Payment (as defined below)extent related to such Hong Kong Asset in connection with the arrangements under this Section 2.06. Meizhou Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Hong Kong Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.06 shall not apply to any consent or approval required under any Antitrust Law, which consent or approval shall be governed by Section 5.04 of the MTA.

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer that, regardless of whether such asset, property or right is an Acquired Asset, by its terms or by Law is (i) not transferable or non-assignable, as applicable, without the consent or waiver of a third Person; or (ii) is cancellable by a third Person in the event of such a transfer or assignment without the consent or waiver of such third Person (collectively, “Non-Assignable Assets”), in each case unless and until such consent or waiver has been obtained. (b) The Parties will use their respective commercially reasonable efforts to obtain all consents or waivers for the transfer of the Non-Assignable Assets; provided, however, that in connection with the foregoing, neither Party will be required to (i) pay or agree to pay any amounts or other consideration, (ii) agree to the imposition of any limitation or obligation on its business or operations, (iii) provide or agree to provide any additional security (including a guaranty) or (iv) agree to any modifications of existing contracts or the entry into any new contracts, and if any such consent or waiver that is not required to be obtained as a condition to Buyer’s obligation to consummate the Transactions pursuant to ARTICLE III is not obtained prior to the Closing, then the Closing will nonetheless take place. (c) The Parties will (and will cause their respective Subsidiaries to) use their respective commercially reasonable efforts to (i) obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all obligations under, any and all obligations or Liabilities that constitute, Assumed Liabilities; and (ii) obtain in writing the unconditional release of Seller and its Subsidiaries so that, in any such case, Buyer will, effective as of the Closing, be solely responsible for the Liabilities and obligations underlying the Assumed Liabilities. (d) To the extent permitted by applicable Law, in the event that written consents or waivers to the assignment thereof cannot be obtained prior to the Closing, such Non-Assignable Assets will be held, as of and from the Closing Date, by Seller in trust for Buyer and the covenants and obligations thereunder will be performed by Buyer in Seller’s name and all benefits and obligations existing thereunder will be for Buyer’s account. Seller will take or cause to be taken, at Buyer’s expense, such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under the Non-Assignable Assets, and Seller will promptly pay over to Buyer all money or other consideration received by it in respect of all Non-Assignable Assets. (e) From and after the Closing Date, Seller on behalf of itself and its Subsidiaries, authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Subsidiaries under the Non-Assignable Assets and appoints Buyer as its attorney-in-fact to act in its name on its behalf or in the name of the applicable Subsidiaries of Seller and on such Subsidiary’s behalf with respect thereto. (f) Notwithstanding any other provision of anything in this Agreement to the contrary, this Agreement shall unless and until any written consent or waiver with respect to any Non-Assignable Asset is obtained, such Non-Assignable Asset will not constitute an agreement Acquired Asset and any associated Liability will not constitute an Assumed Liability for any purpose under this Agreement, and the failure of any such written consent or waiver to contribute, convey, assign, transfer be obtained or deliver to, or the failure of any such Non-Assignable Asset to have assumed by, any of Trimble, Company constitute an Acquired Asset or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or circumstances resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would therefrom will not constitute a material breach or other material contravention thereof Business Material Adverse Effect or a material violation breach by Seller of Lawany representation, warranty, covenant or agreement contained in this Agreement. Trimble shallPromptly upon obtaining the requisite consents or waivers, such Non-Assignable Asset will become an Acquired Asset and shall cause will be transferred and assigned to Buyer hereunder. (g) Buyer will indemnify and hold harmless Seller and its controlled Affiliates to, use Subsidiaries from and against any and all Losses actually incurred by Seller or its reasonable best efforts to obtain prior to Closing Subsidiaries (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption as a result of any Business Asset actions taken or Assumed Liability not taken by Buyer after the Closing Date as subcontractor, representative or obligor with respect to any Non-Assignable Asset, or the Company and its Subsidiaries and non-compliance by Buyer on or following the Closing Date with any Laws applicable to any such Non-Assignable Asset; or (ii) any consent necessary for if Buyer is permitted by applicable Law and the contribution, conveyance, assignment, transfer, delivery or assumption terms of any Excluded Asset or Excluded Liability the Non-Assignable Assets to Trimble perform the covenants and obligations of Seller or its controlled Affiliates Subsidiary thereunder in Seller’s (other than the Company and or its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, thenSubsidiary’s) stead, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) Losses otherwise relating to any third party in connection therewithNon-Assignable Assets. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of Anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement or an attempted agreement to contribute, convey, assign, transfer or deliver toassign any contract, license, lease, commitment, sales order, purchase order or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilitiesother agreement, or any claim, right, benefit claim or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption right of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to if any such attempted transfer or assignment thereof, without the Companyconsent of any other party thereto, nor would constitute a breach thereof or in any way affect the indemnification rights of the Company set forth hereinassignee Party thereunder. Each Party shall, between the date hereof and the Closing Date, use their respective best efforts to obtain the consent of any party or parties to any such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to which it is a party to the transfer or assignment thereof by such Party to the other Party hereunder in all cases in which such consent is required for transfer or assignment; provided, that such efforts shall result not require the payment of any consideration by the Parties other than as expressly provided for in this Agreement. If after a Party has used its best efforts to obtain the consent of any such other party to such contract, license, lease, commitment, sales order, purchase order or other agreement, such consent shall not be obtained at or prior to the Closing, or an attempted assignment thereof at the Closing would be ineffective and would affect the rights of the assignee Party thereunder, the Parties will cooperate with each other in any adjustment reasonable arrangement designed to provide for the assignee Party the benefits under any such contract, license, lease, commitment, sales order, purchase order or other agreement, including the enforcement, at the cost and for the benefit of the assignee Party, of any and all rights of the transferring Party against such other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. The foregoing shall not limit, waive or otherwise affect each Party's right to not close the transactions contemplated by this Agreement to the AGCO Payment (as defined below)extent the receipt of any consent to the transfer or assignment of any contract, license, lease, commitment, sales order, purchase order or other agreement is a condition to the obligation of such Party to close hereunder.

Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimblethe Company, Company the Buyer, or any of their respective SubsidiariesAffiliates, any Business Assets, Excluded Assets, Transferred Assets or Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoingas applicable, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Lawapplicable Law or, in the case of a Transferred Contract, entitle a third party to cancel such Transferred Contract, and such consent shall not have been obtained prior to the Closing (any such Transferred Asset and related claim, right, or benefit are referred to herein as “Non-Assignable Assets,” and any such Assumed Liability and related claim or obligation are referred to herein as “Non-Assumable Liabilities”), unless and until (i) such consents shall have been obtained or (ii) the Buyer or a Buyer Designee notifies the Company that any such Transferred Asset should be transferred or assigned hereunder notwithstanding the absence of a requisite third party consent, in which event such Transferred Asset shall not be a Non-Assignable Asset for purposes of this Agreement and shall instead be transferred and assigned hereunder notwithstanding the absence of such third party consent (in which event, for the avoidance of doubt, the Company shall not have any liability related to the fact such Transferred Asset is being transferred without such consent). Trimble The Company shall, and shall cause its controlled Affiliates to, use its their respective reasonable best efforts to obtain prior to Closing (i) any consent and deliver any notice necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Transferred Asset or Assumed Liability Liability, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, to the Company and Buyer or any of its Subsidiaries and Affiliates, as applicable; provided, however, that, if any counterparty to a Contract conditions its grant of a consent (iiincluding by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement or any Ancillary Agreement, the payment of a consent necessary for fee, “profit sharing” payment or other consideration (including increased rent payments), or the contributionprovision of additional security (including a guaranty), conveyance, assignment, transfer, delivery no Party shall be required to make such payments or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (provide such additional security other than to the Company and its Subsidiaries)extent such payment or additional security is expressly contemplated by the terms of such Contract. If, on the Closing Date, If any such requisite consent cannot be or is not obtainedfor any reason obtained prior to the Closing, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or then the Company, the Buyer, and their respective Affiliates shall use reasonable best efforts to develop a mutually agreeable arrangement (including by way of amendment or addition of services to the Transition Services Agreement) under which (x) the Buyer, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiariesits Affiliates, as applicable, would, in compliance with Law and to the extent permitted by applicable third-party ContractsLaw, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens obligations, as applicable, associated with such Business Assets, Excluded Assets, Transferred Assets or Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, the Buyer, or any of their respective SubsidiariesAffiliates, as applicable, (y) the Non-Assignable Assets will be held by the applicable Seller in trust for the Buyer or under which a Buyer Designee and the covenants and obligations thereunder would be performed by the Buyer or a Buyer Designee in the Company’s or another Seller’s name and all benefits and obligations existing thereunder would be for the Buyer’s or the Buyer Designee’s account and the Company hereby appoints the Buyer as its true and lawful attorney-in-fact to act in its name and on its behalf or in the name (with full power of substitution) of the applicable Seller and on such Person’s behalf with respect thereto, and (z) the applicable transferors would enforce for the benefit of Trimble or the CompanyBuyer, or any of their respective Subsidiaries, as applicableits Affiliates, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Transferred Asset or Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the CompanyBuyer, or any of their respective Subsidiaries, as applicable, its Affiliates when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Transferred Asset or Assumed Liability or Excluded Liability, claim, right, benefit or obligationobligation (such mutually agreeable arrangement, a “Transition Arrangement”). If after the Closing Date, a Non-Assignable Asset becomes assignable (either because consent for the assignment or execution thereof is obtained or otherwise), the Company shall reasonably promptly notify the Buyer after becoming aware of such fact and cooperate to assign or transfer such previously Non-Assignable Asset to the Buyer or the applicable Buyer Designee for no additional consideration. Any costs and expenses arising out of or related to the transactions obligations described in this Section 2.3(a2.2(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble the Company and the Company Buyer after the Closing, shall be borne by paid in full by, and be the sole obligation of, the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For Notwithstanding anything in this Agreement to the avoidance contrary, unless and until any consent or approval with respect to any Non-Assignable Asset is obtained, such Non-Assignable Asset shall not constitute a Transferred Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall the provisions of doubtthis Section 2.2 limit the recourse available to the Buyer for any inaccuracy in or breach of any representations, neither warranties or covenants of the Seller contained in this Agreement (including Section 3.4 and Section 2.1(b)) in connection with any failure to transfer any Business Transferred Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, right or benefit arising thereunder or resulting therefrom therefrom, to the Company, nor Buyer or a Buyer Designee effective at the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below)Closing.

Non-Assignable Assets. (a) Notwithstanding any other provision of Nothing in this Agreement to nor the contrary, this Agreement consummation of the transactions contemplated hereby shall not constitute be construed as an attempt or agreement to contributeassign any Transferred Agreement, conveyother agreement, assignasset, transfer property or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit including any certificate, approval, authorization or obligation arising thereunder other right, that is contemplated as being a Transferred Asset, which by its terms or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, by Law is nonassignable without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation Governmental Entity or is cancelable by a third party in the event of Law. Trimble shallan assignment (each a “Non-Assignable Asset” and collectively, the “Non-Assignable Assets”) unless and until such consent shall cause its controlled Affiliates to, have been obtained. (b) Seller shall use its commercially reasonable best efforts to obtain such consents; however, Seller shall not be required to pay any fee or make any payment to any third party from whom Seller is seeking to obtain any such consent. Buyer understands and agrees that the procurement of any such consent is not a condition to Buyer’s obligation to effect the Closing, except that those consents expressly identified in Article 6 below shall be a condition of Closing to the extent set forth in Article 6. (c) Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to novate all obligations under any and all Transferred Agreements and all other obligations, responsibilities and liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller, its affiliates, and their successors, and assigns in connection with the Material Business Agreements, Transferred Agreements and Assumed Liabilities so that, in any such case, Buyer and its affiliates shall, effective as of the Closing, be solely responsible for the liabilities, responsibilities and obligations in and underlying the Assumed Liabilities, Transferred Agreements and Material Business Agreements. (d) To the extent permitted by applicable Law, in the event that written consents to the assignment thereof cannot be obtained prior to the Closing, Seller shall use commercially reasonable efforts to hold such Non-Assignable Assets, as of and from the Closing Date, in trust for Buyer and the covenants, responsibilities, obligations costs and expenses thereunder shall be performed by Buyer in Seller’s name, at Buyer’s cost and expense, and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Buyer’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-Assignable Assets, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all Non-Assignable Assets. (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform, and Buyer shall perform, all obligations and responsibilities and receive all benefits of Seller or its Affiliates under the Non-Assignable Assets. (f) Notwithstanding anything in this Agreement to the contrary, unless and until any written consent or approval with respect to any Non-Assignable Asset is obtained, such Non-Assignable Asset shall not constitute a Transferred Asset for any purpose under this Agreement, and the failure of any such written consent or approval to be obtained or the failure of any such Non-Assignable Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a Material Adverse Effect on the Transferred Assets or a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement; provided that this Section 2.11(f) is not intended to prevent those consents that are expressly identified in Article 6 from being a condition of Closing to the extent set forth in Article 6. (g) Following the Closing, Buyer and Seller shall use their respective commercially reasonable efforts to obtain, or to cause to be obtained, (i) any consent remaining consents necessary for the contributionto assign to Buyer any Non-Assignable Assets, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for remaining consent, substitution, approval, or amendment required to novate all Assumed Liabilities underlying such Non-Assignable Assets, and to obtain in writing the contributionunconditional release of Seller, conveyanceits affiliates, assignmentand their successors and assigns so that, transferin any such case, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company Buyer and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, affiliates shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithsolely responsible for all Assumed Liabilities. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision of Nothing in this Agreement to nor the contrary, this Agreement consummation of the Transactions contemplated hereby shall not constitute be construed as an attempt or agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignmentsell, transfer, delivery assign convey or assumption thereofdeliver any Transferred Asset to Buyer (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be a Transferred Asset for any other purpose under this Agreement), or an agreement for Buyer to do assume any of the foregoingAssumed Liability, in each case which is not transferable or non- assignable, as applicable, without the consent or waiver of a third party Third Party (including any Governmental EntityAuthority) or is cancelable by a Third Party in the event of such a transfer or assignment without the consent or waiver of such Third Party (including any Governmental Authority), would constitute a material breach in each case unless and until such consent or other material contravention thereof or a material violation of Law. Trimble shallwaiver shall have been obtained (collectively, and “Non-Assignable Assets”). (b) Seller shall cause its controlled Affiliates to, use its reasonable best efforts to obtain obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Schedule 2.6(b) on terms that will ensure that Buyer maintains and preserves the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Seller as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval or waiver cannot be obtained prior to Closing Closing, (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company Non-Assignable Assets subject thereto and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would affected thereby shall be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiariesheld, as applicable, would not in fact receive all such rights or assume such obligations, of and from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate Seller in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce trust for the benefit of Trimble or the CompanyBuyer, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party benefits and obligations existing thereunder shall be for Buyer’s account, (including any Governmental Entityii) associated Buyer shall pay, perform or otherwise discharge (in accordance with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligationthe respective terms and subject to the respective conditions thereof, and in the applicable transferor would name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of such Non- Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Trimble Buyer all money or the Company, or any of their respective Subsidiaries, as applicable, when received all monies other consideration received by them it in respect of such Non-Assignable Assets, and (net iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the purposes of any applicable Taxes) under any this Agreement and the other Transaction Agreements. If and when such Business Assetconsent, Excluded Assetapproval or waiver is obtained, Assumed Liability or Excluded LiabilitySeller shall sell, claimtransfer, rightassign, benefit or obligationconvey and deliver such Non- Assignable Asset to Buyer for no additional consideration. Any costs and expenses arising out of or related Notwithstanding anything herein to the transactions described in this Section 2.3(a)contrary, including, for the avoidance of doubt, in relation Seller shall not be obligated to seeking commence or obtaining pursue any necessary third party consents before or after the Closing, or Action against any special arrangements between Trimble and the Company after the Closing, shall be borne by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) Third Party with respect to any third party in connection therewithNon-Assignable Asset. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.9, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained before the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, thereof; provided that, subject to the satisfaction or waiver of the conditions contained in Article 7, Vendor shall hold such Purchased Asset in trust for the Purchaser and the Closing shall occur notwithstanding the foregoing without any Business adjustment to the Purchase Price on account thereof. Following the Closing and until June 30, 2020, Vendor and Purchaser shall use commercially reasonable best efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Purchaser shall be solely responsible for such liabilities and obligations from and after the Closing Time; provided that neither Vendor nor Purchaser shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Vendor shall absolutely assign, transfer, convey and deliver to Purchaser the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes imposed in respect of such sale, assignment, transfer, conveyance or licence shall be paid in accordance with Section 2.8(a). (b) To the extent that any Purchased Asset or Assumed Liability, or both, cannot be transferred to Purchaser under this Section 2.9, Purchaser and Vendor shall use commercially reasonable best efforts to enter into such arrangements (such as subleasing, sub-licensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption Purchaser as of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Dateand the performance by Purchaser of its obligations with respect thereto; provided, any such consent is not obtainedthat Vendor’s obligations shall cease on June 30, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries2020. Purchaser shall, as applicableagent or subcontractor for Vendor pay, would not in fact receive all such rights or assume such obligations, perform and discharge fully the liabilities and obligations of Vendor thereunder from and after the ClosingClosing Time (including without limitation liabilities as a holdover tenant under the Short Term Real Property Leases). To the extent permitted under applicable Law, thenVendor shall, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent andat Purchaser’s expense, until June 30, 2020, hold in trust for and pay to Purchaser promptly upon receipt thereof, such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any Purchased Asset and all of their rights against a third party (including any Governmental Entity) associated with such Business Assetincome, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, proceeds and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all other monies received by them (net Vendor to the extent related to such Purchased Asset in connection with the arrangements under this Section 2.9. Vendor shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.9 shall not apply to any applicable Taxes) consent or approval required under any such Business Assetantitrust or trade regulation Law, Excluded Asset, Assumed Liability which consent or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, approval shall be borne governed by Section 6.8. (c) Notwithstanding the Company; provided thatforegoing, without Purchaser acknowledges and agrees that effective February 1, 2020, Vendor will remain a tenant, and in some cases a holdover tenant, under the consent of AGCOShort Term Real Property Leases. As a result, Trimble shall notVendor may be unable to, and shall cause its controlled Affiliates not have no obligation to, offer obtain any such required consent, authorization, approval or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, rightwaiver, or benefit arising thereunder release, substitution, amendment or resulting therefrom novation with respect to such Short Term Real Property Leases. Purchaser acknowledges and agrees it may be required to assume such Short Term Real Property Leases and the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (associated assumed liabilities as defined below)a holdover tenant.

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.07, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or Assumed Liability would result in a violation of Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement (or an Affiliate of a party to this Agreement), including any Governmental Authority, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption delivery, thereof; provided that subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any Business adjustment to the Purchase Price on account thereof. Following the Closing, for a period of at least 12 months, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid by Buyer in accordance with Section 6.11. (b) To the extent that any Purchased Asset or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.07, Buyer and Seller shall use commercially reasonable efforts to enter into mutually agreeable arrangements (such as subleasing, sublicensing or subcontracting) to provide to the Parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset or Assumed Liability to Buyer as of the Company Closing and the performance by Buyer of its Subsidiaries obligations with respect thereto, and to otherwise put Seller and Buyer (iiand their respective Affiliates) any consent necessary for in the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded position they would have been in had such Purchased Asset or Excluded Assumed Liability to Trimble or its controlled Affiliates (other than been transferred at the Company and its Subsidiaries)Closing. If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective SubsidiariesBuyer shall, as applicableagent or subcontractor for Seller pay, would not in fact receive all such rights or assume such obligations, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the ClosingClosing Date. To the extent permitted under Law, then, Seller shall hold such Purchased Asset in trust for a period not to exceed the term of the Transition Services Agreement, Trimble Buyer and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the CompanyBuyer promptly upon receipt thereof, or any of their respective Subsidiariesall income, as applicable, when received all proceeds and other monies received by them (net Seller to the extent related to such Purchased Asset in connection with the arrangements under this Section 2.07. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.07 shall not apply to any applicable Taxes) consent or approval required under any such Business AssetAntitrust Laws, Excluded Asset, Assumed Liability which consent or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, approval shall be borne governed exclusively by the Company; provided that, without the consent of AGCO, Trimble shall not, and shall cause its controlled Affiliates not to, offer or grant any accommodation (financial or otherwise) to any third party in connection therewithSection 6.05. (b) For the avoidance of doubt, neither the failure to transfer any Business Asset, Excluded Asset, Assumed Liability or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom to the Company, nor the indemnification rights of the Company set forth herein, shall result in any adjustment to the AGCO Payment (as defined below).

Non-Assignable Assets. (a) Notwithstanding any other provision anything to the contrary in this Agreement, and subject to the provisions of this Agreement Section 2.07, to the contraryextent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyancea sale, assignment, transfer, delivery conveyance or assumption thereofdelivery, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyanceattempted sale, assignment, transfer, delivery conveyance or assumption of any Business Asset or Assumed Liability delivery, thereof; provided, however, that, subject to the Company and its Subsidiaries and (ii) any consent necessary for satisfaction or waiver of the contributionconditions contained in ARTICLE VII, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Dateshall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such consent is not obtainedrequired consent, authorization, approval or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Companywaiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or Assumed Liabilities or to obtain in writing the unconditional release of their respective Subsidiariesall parties to such arrangements, as applicableso that, would not in fact receive all such rights or assume such obligationsany case, Buyer shall be solely responsible for the Assumed Liabilities and obligations and Seller shall be responsible for the Excluded Liabilities from and after the ClosingClosing Date; provided, thenhowever, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Trimble or the Company, or any of their respective Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Trimble or the Company, or any of their respective Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Entity) associated with such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation, and the applicable transferor would promptly pay to Trimble or the Company, or any of their respective Subsidiaries, as applicable, when received all monies received by them (net of any applicable Taxes) under any such Business Asset, Excluded Asset, Assumed Liability or Excluded Liability, claim, right, benefit or obligation. Any costs and expenses arising out of or related to the transactions described in this Section 2.3(a), including, for the avoidance of doubt, in relation to seeking or obtaining any necessary third party consents before or after the Closing, or any special arrangements between Trimble and the Company after the Closing, that neither Seller nor Buyer shall be borne by required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the Company; provided thatrelevant Purchased Asset to which such consent, without the consent of AGCOauthorization, Trimble shall notapproval, and shall cause its controlled Affiliates not towaiver, offer release, substitution or grant any accommodation (financial or otherwise) to any third party in connection therewithamendment relates for no additional consideration. (b) For To the avoidance of doubt, neither the failure to transfer extent that any Business Asset, Excluded Asset, Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.07, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or Excluded Liability or any claim, right, or benefit arising thereunder or resulting therefrom subcontracting) to provide to the Companyparties the economic and, nor to the indemnification rights extent permitted under applicable Law, operational equivalent of the Company set forth hereintransfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Buyer shall, shall result as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in any adjustment trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the AGCO Payment (as defined below)extent related to such Purchased Asset in connection with the arrangements under this Section 2.07. Seller shall be permitted to set off against such amounts all direct costs associated with the retention and maintenance of such Purchased Assets. Notwithstanding anything herein to the contrary, the provisions of this Section 2.07 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.05.